/raid1/www/Hosts/bankrupt/TCR_Public/181121.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, November 21, 2018, Vol. 22, No. 324
Headlines
3MB LLC: Voluntary Chapter 11 Case Summary
ACIS CAPITAL: Trustee Gets Authorization to Use Cash Collateral
ADAMIS PHARMACEUTICALS: Provides Q3 Results and Business Update
AEGEAN MARINE: U.S. Trustee Forms 3-Member Committee
AKC ENTERPRISES: Amends Provisions on Treatment of NFB Claim
ALAMO TOWERS: $15M Sale of San Antonio Property to Partner's Okayed
ALTA MESA: Posts $17.8 Million Net Income in Third Quarter
AMYRIS INC: Approves 2019 Cash Bonus Plan for Executives
AMYRIS INC: Reports $68.6 Million Net Loss in Third Quarter
ARCTIC CATERING: Seeks Court Approval to Hire Accountants
ARMAN MANAGEMENT: Seeks Access to Bank United Cash Collateral
ARP FAMILY FARMS: Case Summary & 16 Unsecured Creditors
BLACKRIDGE TECHNOLOGY: Incurs $4.96M Net Loss in Third Quarter
BRIAN TWILLEY: $275K Sale of Salisbury Property to Porters Approved
BTH QUITMAN: $4M Sale of Substantially All Assets to Mohegan Okayed
CAREVIEW COMMUNICATIONS: Incurs $3.2-Mil. Net Loss in 3rd Quarter
CAREVIEW COMMUNICATIONS: Sixth Modification Agreement Amendment
CARL SCHIRO: $6M Sale of Houston Property to OrangeStone Approved
CHINA COMMERCIAL: Incurs $635,000 Net Loss in Third Quarter
COMMUNITY CHOICE: Incurs $20 Million Net Loss in Third Quarter
CONCORDIA INTERNATIONAL: Posts Q3 Net Income of $1.8 Billion
CRM CITY FELLOWSHIP: Taps Nelson M. Jones as Legal Counsel
CUSTOM AIR: Seeks to Hire Sue Lasky as Legal Counsel
DAVID'S BRIDAL: Says Prepackaged Plan to Cut Debt by $343M
DAVID'S PATIO: Agreed Interim Cash Collateral Order Entered
DIAMOND RESORTS: Moody's Lowers CFR to B3, Outlook Stable
DPW HOLDINGS: Incurs $7.45 Million Net Loss in Third Quarter
ED CARE EMERGENCY: Case Summary & 6 Unsecured Creditors
EMBA TRANSPORTATION: Taps Wiggam & Geer as Legal Counsel
ENTRAVISION COMMUNICATIONS: Moody's Cuts CFR to B2, Outlook Neg.
FALLING BRANCH: Case Summary & 4 Unsecured Creditors
FANSTEEL FOUNDRY: Court Approves Disclosures; Confirms Ch. 11 Plan
FERN HILL: Amends Provisions on Treatment of Unsecured Claims
FILBIN LAND: $8.3M Sale of Westley Property to Gawfco Approved
FRANCIS MACHI, JR.: $150K Sale of Pittsburgh Parcel to Wylie Okayed
FTI CONSULTING: Moody's Rates $316.25MM Sr. Unsec. Notes Ba2
FUSION CUSTOM: Iron Horse Auction of Operating Assets Approved
GB SCIENCES: Incurs $10 Million Net Loss in Third Quarter
GIGA WATT: Case Summary & 20 Largest Unsecured Creditors
GLOBAL HEALTHCARE: Delays Third Quarter Form 10-Q
GLYECO INC: Q3 Results Impacted by Plant Production Shutdown
GNC HOLDINGS: Issues Initial 100,000 Preferred Shares to Hayao
GOGO INC: Prices $215 Million Convertible Senior Notes Offering
GOGO INC: Will Offer $200 Million of Convertible Senior Notes
GUILBEAU MARINE: $750K Private Sale of M/V Todd G to Big Red Okayed
HELIOS AND MATHESON: Posts 3rd Quarter Net Loss of $137.2 Million
HERMAN TALMADGE: Trustee's Proposed AMC Auction of Tara Door Okayed
ICONIX BRAND: General Counsel Jason Schaefer Resigns
III EXPLORATION: Plan Outline Okayed, Plan Hearing on Dec. 4
INNOVATIVE CONSTRUCTION: Seeks Authorization to Use Cash Collateral
IPIXON: Further Adjourns Annual Meeting Until Nov. 30
JAMES ANTHONY DEAL: $53K Private Sale of Coffee County Parcels OK'd
JAMIE ONE: Seeks Authority to Use Tabas Funding Cash Collateral
JDS HOSPITALITY: Taps Langley & Chang as Legal Counsel
JEFFERY WYATT: $500K Sale of Unit A of Saratoga Property Approved
JEFFERY WYATT: $500K Sale of Unit B of Saratoga Property Approved
JEP REALTY: $93K Sale of Lexington Property to The Reisig Approved
JOHN CARROLL: Sale of Santa Barbara Property to Terblanche Approved
K & J COAL: $40K Sale of 4 Chest Township Tracts to Woos Approved
LITTLE RIVER: $2.8K Sale Georgetown Clinic Assets to Seton Approved
MAPLE HEIGHTS: Moody's Alters Outlook on B3 Issuer Rating to Pos.
MAXIMUS US: Taps W. Steven Shumway as Legal Counsel
MGT MANUFACTURING: Taps Calaiaro Valencik as Legal Counsel
MID-SOUTH GEOTHERMAL: Regions Bank to Get 6% Interest in New Plan
MUSCLEPHARM CORP: Incurs $1.97 Million Net Loss in Third Quarter
NORTHCREST INC: Fitch Rates Series 2018A/B Bonds 'BB+'
ONE HUNDRED FOLD: Flood Insurance Proceeds to Offset Secured Claims
PEORIA DAY SURGERY: Taps Rafool Bourne as Legal Counsel
PINECREST ACADEMY OF NEVADA: S&P Rates 2018A/B Revenue Bonds 'BB+
PLASTIC2OIL INC: Incurs $525.6K Net Loss in Third Quarter
PRANA YOGA: Gets Court Approval for Disclosure Statement
PRESCRIPTION ADVISORY: Nov. 26 Meeting Set to Form Creditors' Panel
PRO LOGGING INC: Transfer of Real Estate Title to Pro South Okayed
PURE AGROBUSINESS: Taps Dbbmckennon as Accountant
QUANTUM WELLNESS: Confirmation Plan Trial Set for Dec. 10
QUEST PATENT: Incurs $443,000 Net Loss in Third Quarter
RELIABLE GALVANIZING: Taps Golding Law Offices as Legal Counsel
RESIDENTIAL FUNDING: FCMC, et al., Bid to Dismiss Suit Tossed
RUMSEY LAND: Court Grants RLH, SNRP Summary Judgment Bid
SCOTT INDUSTRIES: Taps Schafer and Weiner as Legal Counsel
SEDGWICK LLP: Committee Taps Pillsbury Winthrop as Legal Counsel
SHAHEEN SHAHEEN: $5.25M Sale of West Long Branch Property Approved
SILVERVIEW LLC: Disclosure Statement Hearing Moved to Jan. 7
SKY-SKAN INC: Coastal to Get $600K Over 60 Months
SMM INC: Case Summary & 2 Unsecured Creditors
SOUTHCROSS ENERGY: EIG BBTS Entities Own 72.4% Stake as of Nov. 12
SOUTHCROSS ENERGY: Incurs $14.8 Million Net Loss in Third Quarter
SOUTHCROSS ENERGY: TW Southcross Entities Hold 72.4% Common Units
STONEMOR PARTNERS: Delays Filing of Sept. 30 Form 10-Q
SUNPLAY POOLS: Cash Collateral Use on Final Basis Approved
TENET CONCEPTS: Plan Outline Okayed, Plan Hearing on Jan. 22
TNT C&P INVESTMENTS: Plan Outline Okayed, Plan Hearing on Jan. 9
TOYS R US: District Court Affirms Ruling Against Fung Retailing
TRESHA-MOB: Seeks Authority to Use RCB Bank Cash Collateral
UBALDO JUAREZ: Court Denies Confirmation of Chapter 11 Plan
UNIVERSITY PHYSICIAN: Seeks to Hire Robert Bassel as Co-Counsel
UNIVERSITY PHYSICIAN: Taps Steinberg Shapiro as Legal Counsel
USI SERVICES: $50K Sale of All Assets of USI L&D to Doshi Approved
VEHICLE ALIGNMENT: Has Until Nov. 28 to File Plan and Disclosures
VICI PROPERTIES: S&P Puts BB Rating on 2nd Lien Notes on Watch Pos.
WILLIAM CLARKE: $3M Sale of SF Properties to Pearson Okayed
WOODBRIDGE GROUP: $1.8M Sale of Drawspan's Encino Property Approved
WOODBRIDGE GROUP: $180K Sale of Sachs' Carbondale Property Approved
WOODBRIDGE GROUP: $1M Sale of Hollyline Sherman Oaks Property OK'd
WOODBRIDGE GROUP: $425K Sale of Silverleaf St. Louis Property OK'd
Z-1 MANAGEMENT: $1.4M Sale of Interest in Memphis Property Approved
*********
3MB LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 3MB, LLC
1201 24th Street, Suite B-210
Bakersfield, CA 93301
Business Description: 3MB, LLC is a general contractor in
Bakersfield, California specializing
in shopping center development.
Chapter 11 Petition Date: November 19, 2018
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Case No.: 18-14663
Judge: Hon. Rene Lastreto II
Debtor's Counsel: Leonard K. Welsh, Esq.
LAW OFFICE OF LEONARD K. WELSH
4550 California Ave 2nd Floor
Bakersfield, CA 93309
Tel: 661-328-5328
E-mail: lwelsh@lkwelshlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Bell, managing member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/caeb18-14663.pdf
ACIS CAPITAL: Trustee Gets Authorization to Use Cash Collateral
---------------------------------------------------------------
The Hon. Stacey G Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas has signed an agreed order authorizing
Robin Phelan, the Chapter 11 Trustee of Acis Capital Management,
L.P. and Acis Capital Management GP, LLC, to use of cash collateral
to satisfy the Debtors' operating expenses and administrative
expenses.
Joshua Terry asserts a lien or security interest in certain funds
at NexBank SSB and possibly other prepetition accounts or funds
owed to the Debtors. The Trustee believes, however, that any such
lien rights asserted by Terry may be subject to avoidance as a
preference under section 547 of the Bankruptcy Code.
Terry is granted a Replacement Lien in cash collateral generated
post-petition to ensure that Terry's alleged collateral interests
are adequately protected. However, such Replacement Lien is
conditional and only valid and enforceable to the extent that
Terry's lien against the Prepetition Collateral is determined to be
valid and enforceable against the Debtors and not subject to
avoidance as a preferential transfer, or otherwise.
The conditional Replacement Lien granted to Terry pursuant to the
Agreed Order will have the same validity, force, and effect as
Terry's asserted prepetition lien in the Prepetition Collateral. In
the event it is later determined that Terry's asserted lien in the
Prepetition Collateral is invalid or avoidable, any post-petition
Replacement Lien granted to Terry as adequate protection herein
will likewise be invalid.
A full-text copy of the Agreed Order is available at
http://bankrupt.com/misc/txnb18-30264-668.pdf
About Acis Capital Management
On Jan. 30, 2018, Joshua N. Terry, as petitioning creditor, filed
an involuntary petition against Acis Capital Management, L.P.,
thereby initiating the Acis LP bankruptcy case. Mr. Terry, as
petitioning creditor, also filed an involuntary petition against
Acis Capital Management GP, thereby initiating the Acis GP
bankruptcy case.
On April 13, 2018, after six days of testimony and argument, the
Bankruptcy Court entered its findings of fact and conclusions of
law in support of orders for relief on the involuntary bankruptcy
petitions.
Also on April 13, 2018, Diane Reed was appointed as interim Chapter
7 trustee for the Debtors' bankruptcy estates. On April 18, 2018,
the Court entered its order directing that the Cases be jointly
administered under Case No. 18-30264 (Bankr. N.D. Tex.).
The Hon. Stacey G Jernigan presides over the cases.
On May 4, 2018, the Chapter 7 Trustee filed a motion to convert the
cases to Chapter 11. On May 11, 2018, the Court entered an order
granting the Conversion Motion.
On May 14, 2018, the United States Trustee appointed Robin Phelan
as Chapter 11 trustee of the Debtors. Phelan has hired Forshey &
Prostok, LLP as counsel; Winstead PC, as special counsel; and
Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., each a
wholly owned subsidiary of Stifel Financial Corp., as their
financial advisors and investment bankers.
The U.S. Bankruptcy Court has conditionally approved the disclosure
statement with respect to the First Amended Joint Plan filed by
Acis Capital Management, L.P., and Acis Capital Management GP, LLC,
and fixed August 21, 2018 as the hearing on final approval of the
disclosure statement, and for the hearing on confirmation of the
Plan.
ADAMIS PHARMACEUTICALS: Provides Q3 Results and Business Update
---------------------------------------------------------------
Adamis Pharmaceuticals Corporation announced financial results for
the third quarter ended Sept. 30, 2018 and a business update.
Dr. Dennis J. Carlo, president and chief executive officer of
Adamis Pharmaceuticals, stated, "The third quarter of 2018 was a
significant one for Adamis. We opened the quarter by announcing an
agreement with Sandoz to sell and distribute Symjepi in the U.S.
In August, we strengthened our cash position with an underwritten
equity offering which netted approximately $37.6 million and closed
the quarter by announcing FDA approval for our Symjepi low dose
(0.15 mg) product. This represents our second approved product
using our Symject injectable platform. In addition, the company
continued product development on our late-stage product candidates
including the naloxone injection (APC-6000) and beclomethasone HFA
(APC-1000) and announced the addition of a sublingual tadalafil
product candidate to the development pipeline. To continue this
momentum, Adamis is targeting additional milestones for the fourth
quarter."
Product Updates
Symjepi (epinephrine) Injections (0.30mg and 0.15mg)
In the third quarter, the company entered into a commercialization
and distribution agreement with Sandoz, a division of Novartis, to
market and sell Symjepi in the U.S. The company also granted
Sandoz a right of first negotiation for territories outside the
U.S. On September 27th, the FDA approved the lower dose (0.15mg)
Symjepi product. The company is continuing to support Sandoz in
preparing for the commercial launch of both products.
APC-8000 (sublingual tadalafil)
The company has completed the testing of its sublingual tadalafil
tablet product candidate in human patients. If analysis of the
results of the testing is positive, the company's goal is to file a
New Drug Application (NDA) before the end of the fourth quarter.
APC-6000 (naloxone)
Progress has continued on the company's naloxone injection product
candidate for the treatment of opioid overdoses. Drug overdoses
are now the leading cause of death for Americans under 50 years of
age. According to statistics published by the Centers for Disease
Control and Prevention (CDC), in 2017 drug overdoses resulted in
approximately 72,000 deaths in the United States. The
proliferation of more powerful synthetic opioids, such as fentanyl,
may lead to an increase in the number of deaths from opioid
overdoses. The company's goal is to file an NDA before the end of
the fourth quarter.
APC-1000 (beclomethasone)
With development complete on the company's beclomethasone metered
dose inhaler, and with the clearance from the FDA to begin Phase 3
trials, Adamis intends to begin enrolling patients into the pivotal
study in December.
APC-4000 (fluticasone)
Development and manufacturing for the patented "dry powder inhaler"
technology that the company acquired from 3M was completed in the
first half of the year. We are now completing the drug development
work, which includes loading the drug substance onto the tape in
order to demonstrate proper dosing.
Drug Outsourcing Division
The company's wholly-owned subsidiary, US Compounding received
notice of allowance for a patent in the US for its novel
combination product for treating and/or preventing gastrointestinal
conditions including ulcers in horses and other livestock. This
patent will strengthen its portfolio of veterinary products.
Third Quarter Financial Results
Revenues were approximately $3.8 million and $3.4 million for the
three months ended Sept. 30, 2018 and 2017, respectively. The
increase in revenues for the three months ended Sept. 30, 2018,
compared to the comparable period of 2017, reflected an increase in
sales of USC's compounded and non-compounded pharmaceutical
formulations.
Selling, general and administrative expenses for the three months
ended Sept. 30, 2018 and 2017 were approximately $6.5 million and
$5.7 million, respectively. Compensation expense for SG&A
employees increased by approximately $409,000 for the three months
ended Sept. 30, 2018, compared to the comparable period of 2017,
primarily due to new hires, increases in salary expenses and bonus
accruals, and expenses associated with stock options grants and
other employee benefits. SG&A expenses for the third quarter of
2018 compared to the comparable period of 2017, also increased by
approximately $96,000 in patent expenses and $76,000 in PDUFA fees.
Approximately $206,000 of the increase in the 2018 period compared
to the same period of 2017 was due to increases in accounting,
audit and other professional fees, depreciation, selling expenses,
IT consulting expenses, taxes, travel expenses and other related
expenses.
Research and development expenses were approximately $3.9 million
and $1.2 million for the three months ended Sept. 30, 2018 and
2017, respectively. The increase in research and development
expenses for the three months ended Sept. 30, 2018, compared to the
comparable period of the prior year was due in part to an increase
of approximately $2.5 million in development costs of our product
candidates. This amount was partially offset by a decrease of
approximately $134,000 in development costs primarily attributable
to the APC-1000 and APC 5000 product candidates. Compensation
expense for research and development increased by approximately
$339,000 for the three months ended Sept. 30, 2018, compared to the
comparable period of 2017, primarily due to new hires, increases in
salary expenses and bonus accruals, and expenses associated with
stock options grants and other employee benefits. The company
expects that research and development spending in the fourth
quarter of 2018 will see an increase due to advancement of the
company's pipeline development activities, which may include FDA
filing fees for NDAs for the naloxone and tadalafil product
candidates if those NDAs are filed before the end of 2018, fees and
costs associated with initiating a Phase 3 trial for the
beclomethasone product candidate, and other spending and expenses
relating to its pipeline product candidates, related regulatory
expenses and other development expenses.
At Sept. 30, 2018, the Company had cash and cash equivalents of
$32.0 million. Net cash used in operating activities for the nine
months ended Sept. 30, 2018 and 2017, was approximately $20.4
million and $9.9 million, respectively. Net cash used in operating
activities increased primarily due to the decrease in gross profit
and the increase in operating expenses.
Targeted Future Milestones
* Commercial launch of Symjepi (epinephrine) Injection 0.3mg
and 0.15mg in the U.S.;
* Announcement of a commercial partner on Symjepi for
territories outside the U.S.;
* Filing an NDA for the naloxone injection product candidate;
* Filing an NDA for the sublingual tadalafil product candidate;
* Initiate pivotal Phase 3 studies of the beclomethasone
product candidate in asthmatics;
* Growing net revenue of the company's outsourcing facility (US
Compounding) by 30% over 2017.
A full-text copy of the press release is available for free at:
https://is.gd/cvaUGH
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation
(OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a
specialty biopharmaceutical company primarily focused on developing
and commercializing products in various therapeutic areas,
including respiratory disease and allergy. The company's Symjepi
(epinephrine) Injections 0.3mg and 0.15mg were approved for use in
the emergency treatment of acute allergic reactions, including
anaphylaxis. Adamis recently announced a distribution and
commercialization agreement with Sandoz, a division of Novartis
Group, to market Symjepi in the U.S. Adamis is developing a
sublingual tadalafil product candidate as well as additional
product candidates, using its approved injection device, and a
metered dose inhaler and dry powder inhaler devices. The
company’s subsidiary, U.S. Compounding, Inc., compounds sterile
prescription drugs, and certain nonsterile drugs for human and
veterinary use, to patients, physician clinics, hospitals, surgery
centers and other clients throughout most of the United States.
Adamis incurred a net loss of $25.53 million in 2017 compared to a
net loss of $19.43 million in 2016. As of Sept. 30, 2018, the
Company had $70.22 million in total assets, $12.40 million in total
liabilities and $57.82 million in total stockholders' equity.
The report from the Company's independent accounting firm Mayer
Hoffman McCann P.C., in San Diego, California, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has incurred
recurring losses from operations, and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
AEGEAN MARINE: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, on November
15, 2018, appointed three creditors to serve on the official
committee of unsecured creditors in the Chapter 11 cases of Aegean
Marine Petroleum Network Inc., et al.
The committee members are:
1. Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
100 Plaza One, 8th Floor
Mail Stop: JCY03-0801
Jersey City, New Jersey 07311
Attention: Rodney Gaughan, Vice President
Telephone: (201) 593-4016
2. U.S. Bank National Association
633 West Fifth Street – 24th Floor
Los Angeles, California 90071
Attention: Stephen Rivero, Vice President
Telephone: (213) 615-6046
3. American Express Travel Related Services Company, Inc.
200 Vesey Street
New York, New York 10285
Attention: Gianni P. Dimos, Vice President & Senior Counsel
Telephone: (212) 640-5130
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
Proposed Counsel to the Official Committee of Unsecured Creditors
of Aegean Marine Petroleum Network Inc., et al.:
Ira S. Dizengoff, Esq.
Philip C. Dublin, Esq.
Kevin Zuzolo, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Tel: (212) 872-1000
Fax: (212) 872-1002
Email: idizengoff@akingump.com
pdublin@akingump.com
kzuzolo@akingump.com
About Aegean Marine Petroleum Network Inc.
Aegean Marine Petroleum Network Inc. -- http://www.ampni.com-- is
an international marine fuel logistics company that markets and
physically supplies refined marine fuel and lubricants to ships in
port and at sea. The Company procures product from various sources
(such as refineries, oil producers, and traders) and resells it to
a diverse group of customers across all major commercial shipping
sectors and leading cruise lines. Currently, Aegean has a global
presence in more than 30 markets and a team of professionals ready
to serve its customers wherever they are around the globe.
Aegean Marine Petroleum Network Inc., et. al., sought bankruptcy
protection on November 6, 2018 (Bankr. D. Del. Lead Case No. Case
No. 18-13374). The jointly administered cases are pending before
Judge Hon. Michael E. Wiles.
The petition was signed by Spyridon Fokas, general counsel and
secretary.
The Debtor has total estimated assets of $1 billion to $10 billion
and total estimated liabilities of $500 million to $1 billion.
The Debtors tapped Kirkland & Ellis International LLP as general
counsel; Moelis & Company as Financial Advisor; Ernst & Young LLP,
as restructuring advisor; Epiq Bankruptcy Solutions, LLC as claims
agent.
AKC ENTERPRISES: Amends Provisions on Treatment of NFB Claim
------------------------------------------------------------
AKC Enterprises Inc. on Nov. 8 filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a revised Chapter 11 plan of
reorganization, which contains changes to the proposed treatment of
New Frontier Bank's secured claim.
The revised plan proposes to pay the bank's allowed Class 2 secured
claim on the following terms:
(1) Loan #63842: (i) principal balance of $103,181.21; (ii) equal
monthly payments of principal and interest at the rate of 7% based
on a 7-year amortization, commencing 90 days after the effective
date of the plan and on the same date of each month thereafter;
(iii) principal and interest due five years following the effective
date. This results in a monthly payment of approximately
$1,557.28.
(2) Loan #61150: (i) principal balance of $32,056.47, less any
payments received; (ii) equal monthly payments of principal and
interest at the rate of 7% based on a 6-year amortization,
commencing 30 days after the effective date and on the same date of
each month thereafter; (iii) principal and interest due five years
following the effective date. This results in a monthly payment of
approximately $546.52.
A copy of the first amended plan is available for free at:
http://bankrupt.com/misc/moeb18-40472-82.pdf
About AKC Enterprises
AKC Enterprises, Inc., doing business as Little Hills Winery, doing
business as Little Hills Restaurant, doing business as Little Hills
Wine Shop, is a locally owned and operated wine producer in Saint
Charles, Missouri. Its wines are made from French/American
Hybrids, German/American Hybrids and Native Missouri Grapes. The
Company harvests grapes purchased from Missouri Grape Growers and
some Illinois Grape Growers. It also produces its fruit wines from
fruit purchased from local suppliers. The company --
https://www.littlehillswinery.com/ -- now produces 16 to 18 wines
depending on the time of year, designated and paired with its menu
served at its restaurant. The Restaurant offers banquets,
catering, and delivery (Grubgo.com) services. The Restaurant
accommodates 300 persons on its terraces and 100 inside its
building. The company's Little Hills Wine Shop is located at 710 S.
Main Street, just two blocks South of the Restaurant. The Shop
features Little Hills Wines and many other Missouri Made Wines.
AKC Enterprises filed a Chapter 11 petition (Bankr. E.D. Mo. Case
No. 18-40472) on Jan. 29, 2018. In the petition signed by David
Campbell, president, the Debtor disclosed $1.20 million in assets
and $1.57 million in liabilities. Thomas H. Riske, Esq., at
Carmody MacDonald P.C., serves as the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
ALAMO TOWERS: $15M Sale of San Antonio Property to Partner's Okayed
-------------------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized Alamo Towers-Cotter, LLC's
sale of the real property located at 901 and 909 N.E. Loop 410, San
Antonio, Texas, commonly known as the "Alamo Towers," together with
all structures, buildings, improvements and fixtures affixed or
attached thereto and all easements and rights appurtenant thereto,
to Partner's Investors, LLC for $14.85 million.
Based upon the statements of the parties at the hearing on the Sale
Motion, the expiration of the Buyer's Inspection Period set forth
in the Agreement will be extended to Dec. 4, 2018, with a Closing
Date on Jan. 8, 2019. The parties may extend these deadlines
further only with the approval of the Court.
The sale is free and clear of all Liens, Claims and other interests
of any kind or nature whatsoever.
At Closing, the Title Company is authorized and directed to pay the
full amount of taxes or assessments due and owing to Bexar County,
pro-rated to the date of closing.
The ad valorem tax lien for tax year 2018 and prior pertaining to
the subject properties (real and personal) will attach to the sales
proceeds and that the closing agent will pay all ad valorem tax
debt owed incident to the subject properties (real and personal)
immediately upon closing and prior to any disbursement of proceeds
to any other person or entity; provided however, should the closing
occur prior to Jan. 1, 2019, the year 2018 ad valorem taxes
pertaining to the subject properties (real and personal) will be
prorated in accordance with the Purchase Agreement.
In the event the closing should occur after Dec. 31, 2018, the ad
valorem taxes for year 2019 pertaining to the subject properties
(real and personal) will be prorated in accordance with the
Purchase Agreement and will become the responsibility of the
Purchaser and the year 2019 ad valorem tax lien will be retained
against the subject properties (real and personal) until said taxes
are paid in full.
At Closing, the Title Company will pay from the proceeds of the
Sale the full amount due and owing to MF-CFC to the account(s)
designated in writing by MF-CFC.
At Closing, the Title Company will pay from the proceeds of the
Sale the Brokerage commission and reimbursement of marketing
expenses of Cushman & Wakefield and all other closing costs
attributable to the Seller under the Agreement.
The Title Company will also pay the sum of $120,000 to the United
States Trustee at the following address, which sum will be applied
to the Debtor's quarterly U.S. Trustee’s fees: U.S. Trustee
Payment Center, P.O. Box 530202, Atlanta, GA 30353-0202, Re: Alamo
Towers – Cotter, LLC, Acct. No. 425-17-52599
The Title Company will hold the net sales proceeds, after payment
of the foregoing parties and closing costs, until further order of
the Court.
After the Closing has occurred, a certified copy of the Order may
be filed with the appropriate clerk and/or recorded with the
recorder to act to cancel any liens and other encumbrances of
record.
The Order will take effect immediately and will not be stayed
pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, Federal
Rule of Civil Procedure 62(a) or otherwise. The Debtor and the
Buyer are authorized to close the Sale immediately upon entry of
the Order.
About Alamo Towers - Cotter
Alamo Towers - Cotter, LLC, owns an eight-story low-rise building
in San Antonio, Texas. Located in the heart of the north central
office market, Alamo Towers is centrally accessible to all key
activities in the city. The 198,452 sq. ft. facility features easy
access to San Antonio's major highways, panoramic views and ample
parking space.
Alamo Towers - Cotter filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 17-52599) on Nov. 6, 2017. In the petition signed by
Marcus P. Rogers, as Ind. Adm. Of the Est. of James F. Cotter,
Dec'd, the Debtor estimated assets and liabilities at $10 million
to $50 million each.
The case is assigned to Judge Craig A. Gargotta.
The Debtor is represented by Anthony H. Hervol, Esq., of the Law
Office of Anthony H. Hervol.
No trustee or examiner has been appointed in the Debtor's Chapter
11 case.
Employ Cushman & Wakefield was appointed by the Court as real
estate broker on April 5, 2018.
ALTA MESA: Posts $17.8 Million Net Income in Third Quarter
----------------------------------------------------------
Alta Mesa Holdings, LP, has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $17.84 million on $134.10 million of total operating revenues
for the three months ended Sept. 30, 2018, compared to a net loss
of $24.20 million on $63.12 million of total operating revenues for
the three months ended Sept. 30, 2017.
For the period from Feb. 9, 2018 through Sept. 30, 2018, the
Company reported a net loss of $39.20 million on $280.60 million of
total operating revenues.
For the period from Jan. 1, 2018 through Feb. 8, 2018, the Company
reported a net loss of $14.89 million on $40.13 million of total
operating revenues.
As of Sept. 30, 2018, Alta Mesa had $2.95 billion in total assets,
$916.07 million in total liabilities, and $2.04 billion in total
partners' capital.
Liquidity and Capital Resources
The Company's principal requirements for capital are to fund its
day-to-day operations, exploration and development activities, and
to satisfy its contractual obligations, primarily for the payment
of interest on its debt and any amounts owed during the period
related to its hedging positions. The Company's main sources of
liquidity and capital resources come from cash flows generated from
operations, borrowings under the Eighth A&R credit facility and
capital contributions from its parent Alta Mesa Resources, Inc.
Alta Mesa Holdings said, "Our future drilling plans, plans of our
drilling operators and capital budgets are subject to change based
upon various factors, some of which are beyond our control,
including drilling results, oil and natural gas prices, the
availability and cost of capital, drilling and production costs,
availability of drilling services and equipment, actions of our
operators, gathering system and pipeline transportation constraints
and regulatory approvals. A deferral of planned capital
expenditures, particularly with respect to drilling and completing
new wells, could result in a reduction in anticipated production,
revenues and cash flows. Additionally, if we curtail our drilling
program, we may lose a portion of our acreage through lease
expirations. However, since a large percentage of our acreage is
held for production, we have the ability to materially increase or
decrease our drilling and recompletion budget in response to market
conditions with decreased risk of losing significant acreage. In
addition, we may be required to reclassify some portion of our
reserves currently booked as proved undeveloped reserves to no
longer be considered proved reserves if such a deferral of planned
capital expenditures means we will be unable to develop such
reserves within five years of their initial booking.
"We strive to maintain financial flexibility and may access the
debt or equity capital markets as necessary to facilitate drilling
on our large undeveloped acreage position and permit us to
selectively expand our acreage position. In the event our cash
flows are materially less than anticipated and other sources of
capital we historically have utilized are not available on
acceptable terms, we may curtail our capital spending.
"We expect to fund our capital budget for the remainder of 2018
predominantly with cash flows from operations, borrowings under the
Eighth A&R credit facility and drilling and completion capital
funded through our joint development agreement with BCE. As we
execute our business strategy, we will continually monitor the
capital resources available to meet future financial obligations
and planned capital expenditures. We believe our cash flows
provided by operating activities, cash on hand and availability
under the Eighth A&R credit facility will provide us with the
financial flexibility and wherewithal to meet our cash
requirements, including normal operating needs, and to pursue our
currently planned and future development activities. However,
future cash flows are subject to a number of variables, including
the level of oil and natural gas production and prices, and
significant additional capital expenditures will be required to
more fully develop our properties and acquire additional
properties. We cannot assure you that operations and other needed
capital will be available on acceptable terms, or at all."
Business Combination
Certain transactions were consummated on Feb. 9, 2018 that resulted
in the Company's acquisition by AMR, a publicly traded corporation
that is not under the control of any person. Prior to the closing
of the Business Combination, Alta Mesa Holdings was controlled by
High Mesa Inc. and indirectly by its founder and Chief Operating
Officer, Michael E. Ellis.
In connection with the closing of the Business Combination, Alta
Mesa Holdings distributed its non-STACK assets and liabilities to
High Mesa Holdings, LP (the "AM Contributor") and completed its
transition from a diversified asset base composed of a portfolio of
conventional assets to an oil and liquids-rich resource play in the
STACK.
As a result of the Business Combination, AMR was treated as the
accounting acquirer and the Company is the accounting acquiree.
Pursuant to Financial Accounting Standards Board Accounting
Standard Codification 805, Business Combinations, Alta Mesa
Holdings' identifiable assets acquired and liabilities assumed were
provisionally recorded at their estimated fair values on the
Closing Date of the Business Combination. Fair value adjustments
related to the transaction have been pushed down to the Company
resulting in its assets and liabilities being recorded at fair
value as of the acquisition date. As a result of the Transactions
described above, the financial statements and certain footnote
presentations separate the Company's presentations into two
distinct periods, the period before the consummation of the
transaction and the period after that date, to indicate the
application of the different basis of accounting between the
periods presented. The Successor periods presented are for the
three months ended Sept. 30, 2018 and from Feb. 9, 2018 to
Sept. 30, 2018 (collectively, "Successor Periods"); and the
Predecessor periods presented are from Jan. 1, 2018 to
Feb. 8, 2018 ("2018 Predecessor Period").
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ZmboKU
About Alta Mesa
Headquartered in Houston, Texas, Alta Mesa Holdings, LP --
http://www.altamesa.net/-- is an independent energy company
focused on the development and acquisition of unconventional oil
and natural gas reserves in the Anadarko Basin in Oklahoma and
provides midstream energy services, including crude oil and gas
gathering, processing and marketing to producers in the STACK play
region through Kingfisher Midstream, LLC.
Alta Mesa reported a net loss of $77.66 million for the year ended
Dec. 31, 2017, compared to a net loss of $167.9 million for the
year ended Dec. 31, 2016.
AMYRIS INC: Approves 2019 Cash Bonus Plan for Executives
--------------------------------------------------------
The Leadership Development and Compensation Committee of the Board
of Directors of Amyris, Inc. has approved a 2019 cash bonus plan
that included the cash bonus plan for the Company's executive
officers, including the Company's chief executive officer, chief
financial officer and other "named executive officers" from the
Company's Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 27, 2018. The Bonus
Plan provides the following structure for executives:
General Structure. The Bonus Plan provides for funding and
payout of cash bonus awards based on quarterly and annual
performance during 2019. The total potential funding of the
Bonus Plan for each bonus period is based on the Company's
performance under certain metrics set by the Committee for each
quarter and for the year. Payouts under the Bonus Plan would
occur following a review of the Company's results and
performance for each quarter and for the year and the executive
officers' individual performance results at the end of the
year.
* Funding Target Levels and Performance Metrics. The total
funding possible under the Bonus Plan is based on a cash value
determined by the executive officers' target bonus levels.
Target bonus levels for the Company's executive officers vary
by officer, but are generally set between 40% and 100% of
annual base salary. The aggregate amount of these target
bonuses are the basis for the total funding of the Bonus Plan.
The quarterly and annual funding of the Bonus Plan is based on
achievement of the following Company performance metrics for
the applicable quarter and full year 2019, respectively: GAAP
revenue (weighted 50%) and gross margin (weighted 50%). For
each quarterly period and for the annual period of the Bonus
Plan, "threshold," "target" and "superior" performance levels
are set for each performance metric based on the Company's
operating plan, which performance levels are intended to
capture the relative difficulty of achievement of that metric.
* Funding Calculation. For each of the four quarterly periods
of the Bonus Plan, the Bonus Plan allocates 12.5% of the total
Target Bonus Fund. For the annual period of the Bonus Plan,
the Bonus Plan allocates 50% of the total Target Bonus Fund.
Funding is based on the weighted average achievement of the
performance metrics that achieve at least the "threshold"
performance level for a given Bonus Plan period. If the
Company does not achieve at least a 50% weighted average
achievement level of the performance metrics described above
for a given Bonus Plan period, no funding would occur under
the Bonus Plan for such period. If the Company achieves the
funding threshold level, 50% funding would occur. For a
weighted average achievement between the funding threshold
level and "target" level, a pro rata increase in funding would
occur up to 100% of the Target Bonus Fund allocated to such
period. For weighted average achievement above the target
level, an increase in funding of 1.67% for every 1% above
target performance would occur up to 150% of the Target Bonus
Fund for the applicable Bonus Plan period. In addition,
funding for the annual period of the Bonus Plan is subject to
further adjustment based on the Company's achievement of a
target for 2019 earnings before interest, tax, depreciation
and amortization, which, if the EBITDA target is met, would
increase the funding for the annual period of the Bonus Plan
by 20% or, if the EBITDA target is not met, would reduce the
funding for the annual period of the Bonus Plan by 20%.
Payouts. Any payouts for the quarterly periods of the Bonus
Plan would be the same as the funded level based on Company
performance (provided the recipient meets eligibility
requirements), subject to the final discretion of the
Committee. Payouts for the annual period of the Bonus Plan
would be made from the aggregate funded amount in the
discretion of the Committee based on Company and individual
performance, and could range from 0% to 200% of an
individual's funded amount for the annual Bonus Plan period.
About Amyris, Inc.
Amyris, Inc., Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the health & wellness, clean skincare, and flavors &
fragrances markets. The Company's proven technology platform
enables the Company to rapidly engineer microbes and use them as
catalysts to metabolize renewable, plant-sourced sugars into large
volume, high-value ingredients. The Company's biotechnology
platform and industrial fermentation process replace existing
complex and expensive manufacturing processes. The Company has
successfully used its technology to develop and produce five
distinct molecules at commercial volumes.
The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.
Amyris incurred net losses of $72.32 million in 2017, $97.33
million in 2016 and $217.95 million in 2016. As of Sept. 30, 2018,
Amyris had $122.7 million in total assets, $323.3 million in total
liabilities, $5 million in contingently redeemable common stock,
and a total stockholders' deficit of $205.6 million.
AMYRIS INC: Reports $68.6 Million Net Loss in Third Quarter
-----------------------------------------------------------
Amyris, Inc. has filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss attributable
to the Company's common stockholders of $68.60 million on $14.86
million of total revenue for the three months ended Sept. 30, 2018,
compared to a net loss attributable to the Company's common
stockholders of $42.81 million on $24.19 million of total revenue
for the three months ended Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss attributable to the Company's common stockholders of
$159.35 million on $61.05 million of total revenue compared to a
net loss attributable to the Company's common stockholders of
$90.45 million on $62.85 million in total revenue.
As of Sept. 30, 2018, Amyris had $122.68 million in total assets,
$323.27 million in total liabilities, $5 million in contingently
redeemable common stock, and a total stockholders' deficit of
$205.59 million.
The Company has incurred significant operating losses since its
inception and expects to continue to incur losses and negative cash
flows from operations for at least the next 12 months following the
issuance of these financial statements. As of
Sept. 30, 2018, the Company had negative working capital of $105.6
million, excluding cash and cash equivalents and short-term
investments (compared to negative working capital of $59.6 million
as of Dec. 31, 2017), and an accumulated deficit of $1.4 billion.
As of Sept. 30, 2018, the Company's debt (including related party
debt), net of deferred discount and issuance costs of $21.5
million, totaled $171.1 million, of which $108.9 million is
classified as current. However, $23.3 million was converted into
common stock in October and November 2018, thereby reducing the
Company's short-term maturities by $23.3 million. The Company's
debt service obligations through Nov. 30, 2019 are $111.4 million
(excluding $25.0 million of principal that will be mandatorily
converted into common stock upon maturity), including $15.7 million
of anticipated cash interest payments. The Company's debt
agreements contain various covenants, including certain
restrictions on the Company's business that could cause the Company
to be at risk of defaults, such as restrictions on additional
indebtedness and cross-default clauses. A failure to comply with,
or cure non-compliance events or obtain waivers for covenants
violations, and other provisions of the Company's debt instruments,
including any failure to make a payment when required, would
generally result in events of default under such instruments, which
could permit acceleration of such indebtedness. If such
indebtedness is accelerated, it would generally also constitute an
event of default under the Company's other outstanding
indebtedness, permitting acceleration of a substantial portion of
the Company's outstanding indebtedness. During the three months
ended Sept. 30, 2018, the Company did not meet certain covenants
with one lender and obtained waivers. However, there is no
guarantee that the Company will not violate these covenants in the
future or be able to obtain waivers for future violations.
Amyris said cash and cash equivalents of $19.0 million as of Sept.
30, 2018 are not sufficient to fund expected future negative cash
flows from operations and cash debt service obligations through one
year following the issuance of these financial statements. These
factors raise substantial doubt about the Company's ability to
continue as a going concern within one year after the date that
these financial statements are issued. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty. The Company's ability to continue as a going
concern will depend, in large part, on its ability to extend
existing debt maturities by restructuring a majority of its
convertible debt, which is uncertain and outside the control of the
Company. Further, the Company's operating plan for the next 12
months from the date of issuance of these financial statements
contemplates a significant reduction in its net operating cash
outflows as compared to the previous 12 months, resulting from (i)
revenue growth from sales of existing and new products such as
Reb-M with positive gross margins, (ii) reduced cost of products
sold as a percentage of renewable products revenue due to
anticipated procurement and production efficiencies, and (iii) cash
inflows from license fees, grants and collaborations. If the
Company is unable to complete these actions, it expects to be
unable to meet its operating cash flow needs and its obligations
under its existing debt facilities. This could result in an
acceleration of its obligation to repay all amounts outstanding
under those facilities, and it may be forced to liquidate its
assets or obtain additional equity or debt financing, which may not
occur timely or on reasonable terms, if at all.
Form 10-Q Filing Delay
Amyris was unable to file its Quarterly Report on Form 10-Q for the
fiscal quarter ended Sept. 30, 2018 within the prescribed time
period without unreasonable effort and expense because of the
significant time and resources that were devoted to the accounting
for and disclosure of a waiver and amendment of the Company's
senior secured loan facility, which were finalized on Nov. 14,
2018. These activities delayed the completion of the Form 10-Q.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/QbqjZC
About Amyris, Inc.
Amyris, Inc., Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the health & wellness, clean skincare, and flavors &
fragrances markets. The Company's proven technology platform
enables the Company to rapidly engineer microbes and use them as
catalysts to metabolize renewable, plant-sourced sugars into large
volume, high-value ingredients. The Company's biotechnology
platform and industrial fermentation process replace existing
complex and expensive manufacturing processes. The Company has
successfully used its technology to develop and produce five
distinct molecules at commercial volumes.
The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.
Amyris incurred net losses of $72.32 million in 2017, $97.33
million in 2016 and $217.95 million in 2016. As of June 30, 2018,
the Company had $118.7 million in total assets, $367.6 million in
total liabilities, $5 million in mezzanine equity and a total
stockholders' deficit of $253.97 million.
ARCTIC CATERING: Seeks Court Approval to Hire Accountants
---------------------------------------------------------
Arctic Catering, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to hire accountants.
The Debtor proposes to employ Marcus Losada and Lorelei Gonzales,
both certified public accountants, to provide accounting services,
which include general ledger management, preparation of financial
documents, and cash management.
Both accountants will charge an hourly fee of $120 for their
services. The Debtor expects Mr. Losada to work on average 30
hours each week for a total of $3,600 per week, and Ms. Gonzales to
work on average 40 hours each week for a total of $4,800 per week.
The accountants disclosed in a court filing that they do not have
connection with the Debtor, creditors or any other
"party-in-interest," according to court filings.
Mr. Losada maintains an office at:
Marcus H. Losada
Losada & Losada, CPAs, P.C.
5721 N. Street
Phoenix, AZ 85014
Phone: (602) 373-2332
Email: marcus@losadalosadacpas.com
Ms. Gonzales can be reached through:
Lorelei Krause Gonzales
Cell: 480-231-2683
Email: lorelei@caliber-advisors.com
About Arctic Catering
Founded in 1973, Arctic Catering, Inc. --
https://arcticcatering.com/ -- is a catering and support services
company. Its services include logistics support, food services and
facility management for employees at remote camp and lodging
centers of oil and gas companies in the United States, with a
primary focus on the Northwest Alaskan frontier.
Arctic Catering filed for bankruptcy relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case no. 18-13118) on Oct. 25,
2018. In the petition signed by David Gonzales, president and CEO,
the Debtor estimated $1 million to $10 million in assets and
liabilities.
The Debtor tapped Andrew A. Harnisch, Esq., at May Potenza Baran &
Gillespie P.C., as its legal counsel; and Marcus Losada and Lorelei
Gonzales as its accountants.
ARMAN MANAGEMENT: Seeks Access to Bank United Cash Collateral
-------------------------------------------------------------
Arman Management Corp. seeks authorization from the U.S. Bankruptcy
Court for the Northern District of Texas to use proceeds of assets
on which Bank United SBF asserts a first priority lien and security
interest in accord with the budget.
Bank United SBF asserts that it is secured by first priority liens
on and security interests in substantially all of the Debtor's
personal property and in cash collateral.
In consideration for the interim use of cash collateral, and as
adequate protection for any diminution of the interest of Bank
United in the Prepetition Collateral, the Debtor tenders to Bank
United additional and replacement security interests and lien, to
the extent Bank United may hold valid, perfected and unavoidable
security interests in the Prepetition Collateral without any
requirement to file any documents to perfect that interest. In
addition, Bank United is adequately protected as a result of the
continued business operations. But for the continued operations of
the Debtor, the Debtor would be forced to liquidate.
In the normal course of business, Debtor uses cash on hand and cash
flow from operations to fund payroll and to pay for merchandise,
fuel, materials, supplies, and other general operational needs. An
inability to use these funds during the chapter 11 case would
cripple the Debtor's business operations. Indeed, Debtor must use
its cash to, among other things, continue the operation of the
business in an orderly manner, maintain business relationships with
vendors, suppliers and customers, pay employees and satisfy other
working capital and operation needs -- all of which are necessary
to preserve and maintain Debtor's going-concern value and,
ultimately, to effectuate a successful reorganization
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txnb18-33489-6.pdf
About Arman Management Corp.
Arman Management Corp., d/b/a S & A Food Mart, operates a
self-serve gas station and convenience store. Arman Management
filed as a Domestic For-Profit Corporation in the State of Texas on
May 11, 2009, according to public records filed with Texas
Secretary of State.
Arman Management Corp. filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 18-33489) on Oct. 26, 2018. In the petition was
signed by Rizwanali Allidina, president and director, the case is
assigned to Judge Barbara J. Houser. The Debtor is represented by
Michael S. Mitchell, Esq. of DeMarco-Mitchell, PLLC. At the time
of filing, the Debtor had $1,245,277 in total assets and $1,589,176
in total debt.
ARP FAMILY FARMS: Case Summary & 16 Unsecured Creditors
-------------------------------------------------------
Debtor: ARP Family Farms, an Arizona General Partnership
P.O. Box 11609
Chandler, AZ 85248
Business Description: ARP Family Farms is a privately held
company in Chandler, Arizona that operates
in the agricultural industry.
Chapter 11 Petition Date: November 19, 2018
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 18-14173
Judge: Hon. Daniel P. Collins
Debtor's Counsel: Aubrey Laine Thomas, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
9 W. Cherry Avenue, Suite B
Flagstaff, AZ 86001
Tel: 928-779-1173
Fax: 877-715-7366
E-mail: athomas@davismiles.com
- and -
Pernell W. McGuire, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
40 E. Rio Salado Parkway, Suite 425
Tempe, AZ 85281
Tel: (480) 733-6800
E-mail: azbankruptcy@davismiles.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nathan Arp, manager, Ephesians 3:20
Farms, LLC.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at:
http://bankrupt.com/misc/azb18-14173.pdf
BLACKRIDGE TECHNOLOGY: Incurs $4.96M Net Loss in Third Quarter
--------------------------------------------------------------
Blackridge Technology International, Inc. has filed with the
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $4.96 million on $74,102 of revenues
for the three months ended Sept. 30, 2018, compared to a net loss
of $5.15 million on $4,304 of revenues for the three months ended
Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $11.84 million on $144,116 of revenues compared to a
net loss of $11.18 million on $42,006 of revenues for the nine
months ended Sept. 30, 2017.
As of Sept. 30, 2018, BlackRidge had $11.19 million in total
assets, $6.03 million in total liabilities, and $5.15 million in
total stockholders' equity.
At Sept. 30, 2018, the Company had total current assets of
$2,708,718, including cash of $2,360,045, and current liabilities
of $5,906,234, resulting in working capital deficit of $3,197,516.
Its current assets and working capital included receivables of
$168,521, inventory of $56,003 and prepaid expenses of $124,149.
As the Company has worked toward its acquisition and new product
launches, the Company has primarily financed recent operations, the
development of technologies, and the payment of expenses through
the issuance of its debt, common stock, preferred stock and
warrants.
For the nine months ended Sept. 30, 2018, net cash used in
operating activities was $7,712,392, as a result of the Company's
net loss from continued operations of $11,841,419 and increases in
inventory of $15,595, and decreases in deferred revenue of $3,822,
accounts payable and accrued expenses - related party of $11,411,
partially offset by non-cash expenses totaling $2,683,899, and
increases in accrued interest of $380,104, accrued interest -
related party of $115,722, wages payable of $736,108, and a
decrease in accounts receivable of $48,859 and prepaid expenses of
$237,493.
By comparison, for the nine months ended Sept. 30, 2017, net cash
used in operating activities was $5,268,597, as a result of the
Company's net loss from continued operations of $11,185,150 and
increases in inventory of $26,068, prepaid expenses of $195,534,
and decreases in deferred revenue of $9,197, accounts payable and
accrued expenses - related party of $325,058, partially offset by
non-cash expenses totaling $643,499, and increases in accounts
payable and accrued expenses of $251,492, accrued interest of
$1,035, accrued interest - related party of $509,792, wages payable
of $4,527,900, loss from discontinued operation of $493,664 and
cash flows from discontinued operations of $45,028.
Cash used in investing activities for the nine months ended
Sept. 30, 2018 was $1,683,431 compared to $925,373 for the nine
months ended Sept. 30, 2017. The increase in the current period is
due primarily to an increase in capitalized engineering costs
related to the Company's technology development.
For the nine months ended Sept. 30, 2018, net cash provided by
financing activities was $11,333,999, comprised of proceeds from
the sale short term notes - related party of $732,000, short term
notes of $10,832,000 and advances – related party of $75,000,
partially offset by repayments of short term notes of $5,000 and
repayments of long-term notes of $300,001.
For the nine months ended Sept. 30, 2017, net cash provided by
financing activities was $8,365,385, comprised of proceeds from the
sale of common stock of $8,392,451, preferred stock of $275,000 and
warrants exercised of $10,000, proceeds from short term notes of
$100,000 and advances - related party of $115,000, partially offset
by the repayment of short-term notes of $38,989, repayments of
short-term convertible notes of $100,000, repayments of long-term
notes of $333,342 and cash outflows from discontinued operations of
$54,735.
"Based on our current business plan, we anticipate that our
operating activities will use approximately $500,000 in cash per
month over the next twelve months, or $6 million. Currently we do
not have enough cash on hand to fully implement our business plan,
and will require additional funds within the next year. We believe
that our operations will not begin to generate significant cash
flows until the fourth quarter of 2018 when we expect to begin new
product contracts," the Company stated in the SEC filing.
"In order to remedy this liquidity deficiency, we are actively
seeking to raise additional funds through the sale of equity and
debt securities, and ultimately plan to generate substantial
positive operating cash flows. Our internal sources of funds will
consist of cash flows from operations, but not until we begin to
realize substantial revenues from sales. If we are unable to raise
additional funds in the near term, we may not be able to fully
implement our business plan, and it is unlikely that we will be
able to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/bNCVnd
About BlackRidge Technology
Headquartered in Reno, Nevada, BlackRidge Technology, formerly
known as Grote Molen, Inc. -- http://www.blackridge.us/-- develops
and markets next generation cyber defense solutions that enables
its customers to deliver more secure and resilient business
services in today's rapidly evolving technology and cyber threat
environments. The Company's network, server, and cloud security
products are based on its patented Transport Access Control
technology and are designed to isolate, cloak and protect servers
and cloud services from cyber-attacks and block unauthenticated
access. BlackRidge products are used in enterprise and government
computing environments, the industrial Internet of Things (IoT),
commercial blockchains, and other cloud service provider and
network systems, military grade and patented network security
technology.
Blackridge Technology incurred a net loss of $15.34 million in 2017
compared to a net loss of $7.21 million in 2016. As of June 30,
2018, the Company had $8.79 million in total assets, $7.44 million
in total liabilities and $1.34 million in total stockholders'
equity.
Haynie & Company, in Salt Lake City, Utah, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has incurred losses since inception, has negative cash
flows from operations, and has negative working capital. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
BRIAN TWILLEY: $275K Sale of Salisbury Property to Porters Approved
-------------------------------------------------------------------
Judge Frank J. Santoro of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized Brian Thomas Twilley's sale of the
real property and improvements located at 3784 Devonshire Drive,
Salisbury, Maryland to Anthony and Cindy Porter according to the
terms of their Residential Contract of Sale for $275,000.
The sale is free and clear of all liens, which liens will attach to
the proceeds from the sale in the same order of priority to which
the lien existed against the Property.
At closing, the proceeds from the sale of the Property will be
utilized to and the Debtors are authorized to pay the following:
1. Closing costs in accordance with the Contract;
2. The 6% commission to be split between Debbie Brittingham,
Re/Max Coast and Country and Jeanette Taylor, Coldwell Banker
Residential Broker;
3. Real estate taxes and other statutory liens in accordance
with the Contract;
4. The payoff on the M&T Mortgage;
5. The quarterly fee due to the U.S. Trustee based upon the
disbursements hereunder (less the amount which the Debtors would
have paid without the sale) which check will be remitted to counsel
for the Debtor to be delivered to the Office of the U.S. Trustee;
and
6. The balance of the proceeds from the sale will be remitted
to HSB.
M&T, within 30 days after receipt of the proceeds from the closing,
will withdraw proof of claim 2 filed in the case.
HSB, within 30 days after receipt of the proceeds from the closing,
will reduce its proof of claim 6 based upon the amount received
from closing.
The Debtors will file a report of sale within 14 days after the
closing of the sale.
The 14-day stay otherwise applicable pursuant to Fed. R. Bankr. P.
6004(h) is waived.
Upon entry, the Clerk will direct copies of the Order to the
persons on the List of Persons to Receive Copies.
A copy of the Contract attached to the Order is available for free
at:
http://bankrupt.com/misc/Brian_Twilley_49_Order.pdf
Brian Thomas Twilley sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 18-72335 ) on July 2, 2018. The Debtor tapped Karen M.
Crowley, Esq., at Crowley, Liberatore, Ryan & Brogan, P.C., as
counsel. On Aug. 27, 2018, the Court appointed Coldwell Banker
Residential Broker as broker.
BTH QUITMAN: $4M Sale of Substantially All Assets to Mohegan Okayed
-------------------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada finally authorized the Asset Purchase Agreement
dated Oct. 22, 2018 of BTH Quitman Hickory, LLC and affiliates with
Mohegan Renewable Energy (MS), LLC in connection with the sale of
substantially all assets for $4 million.
A hearing on the Motion was held on Nov. 13, 2018 at 11:00 a.m.
The sale is free and clear of (a) any and all Liens, (b) any and
all liabilities, and (c) any and all Claims. All Liens and/or
Claims will attach solely to the proceeds of the Sale.
Notwithstanding the provisions of Bankruptcy Rules 6004, 6006 or
any applicable provisions of the Local Rules, the Order will not be
stayed for 14 days after the entry, but will be effective and
enforceable immediately upon entry, and the 14-day stay provided in
such rules is expressly waived and will not apply. Time is of the
essence in approving the Sale, and the Debtors and the Buyer intend
to, and are authorized to, close the Sale as soon as practicable.
About BTH Quitman Hickory
BTH Quitman Hickory LLC, based in Quitman, Mississippi, is a
privately-held provider of torrefied wood pellets designed to offer
pellets of varying energy content to meet the diverse needs of
potential buyers. The company's wood pellets focus on innovative
and renewable energy source that can be produced on a commercial
scale, enabling businesses to meet the needs of the present
without
compromising the ability of future generations to meet their own
needs. BTH Quitman Hickory LLC operates as a subsidiary of New
Biomass Holding LLC.
BTH Quitman Hickory filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 17-51375) on Dec. 10, 2017. In the
petition signed by Neal Smaler, president of managing member BTH
Quitman, LLC, the Debtor disclosed $4.22 million in total assets
and $59.46 million in total liabilities. Judge Bruce T. Beesley
presides over the case. Kevin A. Darby, Esq., at Darby Law
Practice, serves as the Debtor's bankruptcy counsel.
CAREVIEW COMMUNICATIONS: Incurs $3.2-Mil. Net Loss in 3rd Quarter
-----------------------------------------------------------------
Careview Communications, Inc., has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $3.21 million on $1.51 million of net revenues for the
three months ended Sept. 30, 2018, compared to a net loss of $5.12
million on $1.56 million of net revenues for the three months ended
Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, compared to a net loss of
$12.55 million on $4.60 million of net revenues compared to net
loss of $14.97 million on $4.66 million of net revenues for the
nine months ended Sept. 30, 2017.
As of Sept. 30, 2018, the Company had $10.18 million in total
assets, $84.57 million in total liabilities, and a total
stockholders' deficit of $74.38 million.
The Company's cash position at Sept. 30, 2018 was approximately
$646,000. At Sept. 30, 2018, the Company also had $1,825,000
included in restricted cash in other assets on the condensed
consolidated balance sheet. On July 13, through the issuance of
convertible secured promissory notes, the Company raised an
aggregate of $1,000,000.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ttA7C8
About CareView Communications
Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com/-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to improve
hospital communications and operations, and patient education and
entertainment packages. Its proprietary, high-speed data network
system is the next generation of patient care monitoring that
allows real-time bedside and point-of-care video monitoring
designed to improve patient safety and overall hospital costs. The
entertainment packages and patient education enhance the patient's
quality of stay.
Careview Communications incurred a net loss of $20.07 million in
2017 following a net loss of $18.66 million for the year ended Dec.
31, 2016. As of June 30, 2018, Careview Communications had $10.70
million in total assets, $81.97 million in total liabilities and a
total stockholders' deficit of $71.26 million.
BDO USA, LLP, in Dallas, Texas, issued a "going concern" opinion in
its report on the consolidated financial statements for the year
ended Dec. 31, 2017, citing that the Company has suffered recurring
losses from operations and has accumulated losses since inception
that raise substantial doubt about its ability to continue as a
going concern.
CAREVIEW COMMUNICATIONS: Sixth Modification Agreement Amendment
---------------------------------------------------------------
CareView Communications, Inc., in its Current Report on Form 8-K
filed with the Securities and Exchange Commission on Feb. 5, 2018,
disclosed that the Company, CareView Communications, Inc., a Texas
corporation and a wholly owned subsidiary of the Company (the
"Borrower"), CareView Operations, L.L.C., a Texas limited liability
company and a wholly owned subsidiary of the Borrower (the
"Subsidiary Guarantor"), and PDL Investment Holdings, LLC (as
assignee of PDL BioPharma, Inc.), in its capacity as administrative
agent and lender under the Credit Agreement dated as of June 26,
2015, as amended, by and among the Company, the Borrower and the
Lender, entered into a Modification Agreement on Feb. 2, 2018,
effective as of Dec. 28, 2017, with respect to the Credit Agreement
in order to modify certain provisions of the Credit Agreement and
Loan Documents to prevent an Event of Default from occurring.
Under the Modification Agreement, the parties agreed that (i) the
Borrower would not make the principal payment due under the Credit
Agreement on Dec. 31, 2017 until the end of the Modification
Period, (ii) the Borrower would not pay the principal installments
due at the end of each calendar quarter during the Modification
Period and (iii) because the Borrower's Liquidity was anticipated
to fall below $3,250,000, the Liquidity required during the
Modification Period would be lowered to $2,500,000. The Lender
agreed that the occurrence and continuance of any of the Covered
Events will not constitute Events of Default for a period from Dec.
28, 2017 through the earliest to occur of (a) any Event of Default
under any Loan Documents that does not constitute a Covered Event,
(b) any event of default under the Modification Agreement, (c) the
Lender's election, in its sole discretion, to terminate the
Modification Period on May 31, 2018 or Sept. 30, 2018 (with each
such date permitted to be extended by the Lender in its sole
discretion) by delivering a written notice to the Borrower on or
prior to that date, or (d) Dec. 31, 2018.
In consideration of the Lender's entry into the Modification
Agreement, the Company and the Borrower agreed, among other things,
that the Borrower would obtain (i) at least $2,250,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt (each that term as defined in
the Credit Agreement) on or prior to Feb. 23, 2018 and (ii) an
additional $3,000,000 in net cash proceeds from the issuance of
Capital Stock (other than Disqualified Capital Stock) or Debt on or
prior to May 31, 2018 (resulting in aggregate net cash proceeds of
at least $5,250,000).
As previously reported in the Company's Current Report on Form 8-K
filed with the SEC on Feb. 26, 2018, the Company, the Borrower and
the Lender entered into a Second Amendment to Credit Agreement on
Feb. 23, 2018, pursuant to which, among other things, the parties
agreed to amend the Modification Agreement to provide that the
Borrower could satisfy its obligations under the Modification
Agreement to obtain financing by obtaining (i) at least $2,050,000
in net cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Feb. 23, 2018
and (ii) an additional $3,000,000 in net cash proceeds from the
issuance of Capital Stock (other than Disqualified Capital Stock)
or Debt on or prior to May 31, 2018 (resulting in aggregate net
cash proceeds of at least $5,050,000).
As previously reported in the Company's Current Report on Form 8-K
filed with the SEC on June 4, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into an Amendment to
Modification Agreement on May 31, 2018, pursuant to which the
parties agreed to amend the Modification Agreement to provide that
the dates on which the Lender may elect, in the Lender's sole
discretion, to terminate the Modification Period would be July 31,
2018 and Sept. 30, 2018 (with each such date permitted to be
extended by the Lender in its sole discretion); and that the
Borrower could satisfy its obligations under the Modification
Agreement to obtain financing by obtaining (i) at least $2,050,000
in net cash proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Feb. 23, 2018
and (ii) an additional (A) $750,000 in net cash proceeds from the
issuance of Capital Stock (other than Disqualified Capital Stock)
or Debt on or prior to June 15, 2018 and (B) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Aug. 31, 2018
(resulting in aggregate net cash proceeds of at least $3,550,000).
As previously reported in the Company's Current Report on Form 8-K
filed with the SEC on June 15, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Second Amendment
to Modification Agreement on June 14, 2018, pursuant to which the
parties agreed to further amend the Modification Agreement to
provide that the Borrower could satisfy its obligations under the
Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 3, 2018
(rather than June 15, 2018) and (B) $750,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified Capital
Stock) or Debt on or prior to Aug. 31, 2018 (resulting in aggregate
net cash proceeds of at least $3,550,000).
As previously reported in the Company's Current Report on Form 8-K
filed with the SEC on July 5, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Third Amendment
to Modification Agreement on June 28, 2018, pursuant to which the
parties agreed to further amend the Modification Agreement to
provide that the Borrower could satisfy its obligations under the
Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
(rather than July 3, 2018) and (B) $750,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified Capital
Stock) or Debt on or prior to Aug. 31, 2018 (resulting in aggregate
net cash proceeds of at least $3,550,000).
As previously reported in the Company's Current Report on Form 8-K
filed with the SEC on Sept. 5, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Fourth Amendment
to Modification Agreement on Aug. 31, 2018, pursuant to which the
parties agreed to further amend the Modification Agreement to
provide that the Borrower could satisfy its obligations under the
Modification Agreement to obtain financing by obtaining (i) at
least $2,050,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Feb. 23, 2018 and (ii) an additional (A) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to July 13, 2018
and (B) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to Sept. 30, 2018 (rather than Aug. 31, 2018) (resulting in
aggregate net cash proceeds of at least $3,550,000).
As previously reported in the Company's Current Report on Form 8-K
filed with the SEC on Oct. 4, 2018, the Company, the Borrower, the
Subsidiary Guarantor and the Lender entered into a Fifth Amendment
to Modification Agreement on Sept. 28, 2018, pursuant to which the
parties agreed to amend the Modification Agreement to provide that
the dates on which the Lender may elect, in the Lender's sole
discretion, to terminate the Modification Period would be July 31,
2018 and Nov. 12, 2018 (with each such date permitted to be
extended by the Lender in its sole discretion); that the Borrower
could satisfy its obligations under the Modification Agreement to
obtain financing by obtaining (i) at least $2,050,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Feb. 23, 2018
and (ii) an additional (A) $750,000 in net cash proceeds from the
issuance of Capital Stock (other than Disqualified Capital Stock)
or Debt on or prior to July 13, 2018 and (B) $750,000 in net cash
proceeds from the issuance of Capital Stock (other than
Disqualified Capital Stock) or Debt on or prior to Nov. 12, 2018
(rather than Sept. 30, 2018) (resulting in aggregate net cash
proceeds of at least $3,550,000); and that the Liquidity required
during the Modification Period would be lowered to $1,825,000 from
$2,500,000.
On Nov. 12, 2018, the Company, the Borrower, the Subsidiary
Guarantor and the Lender entered into a Sixth Amendment to
Modification Agreement, pursuant to which the parties agreed to
amend the Modification Agreement to provide that the dates on which
the Lender may elect, in the Lender's sole discretion, to terminate
the Modification Period would be July 31, 2018 and
Nov. 19, 2018 (with each such date permitted to be extended by the
Lender in its sole discretion); and that the Borrower could satisfy
its obligations under the Modification Agreement to obtain
financing by obtaining (i) at least $2,050,000 in net cash proceeds
from the issuance of Capital Stock (other than Disqualified Capital
Stock) or Debt on or prior to Feb. 23, 2018 and (ii) an additional
(A) $750,000 in net cash proceeds from the issuance of Capital
Stock (other than Disqualified Capital Stock) or Debt on or prior
to July 13, 2018 and (B) $750,000 in net cash proceeds from the
issuance of Capital Stock (other than Disqualified Capital Stock)
or Debt on or prior to Nov. 19, 2018 (rather than Nov. 12, 2018)
(resulting in aggregate net cash proceeds of at least $3,550,000).
About CareView Communications
Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com/-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to improve
hospital communications and operations, and patient education and
entertainment packages. Its proprietary, high-speed data network
system is the next generation of patient care monitoring that
allows real-time bedside and point-of-care video monitoring
designed to improve patient safety and overall hospital costs. The
entertainment packages and patient education enhance the patient's
quality of stay.
Careview Communications incurred a net loss of $20.07 million in
2017 following a net loss of $18.66 million for the year ended Dec.
31, 2016. As of Sept. 30, 2018, Careview Communications had $10.18
million in total assets, $84.57 million in total liabilities, and a
total stockholders' deficit of $74.38 million.
BDO USA, LLP, in Dallas, Texas, issued a "going concern" opinion in
its report on the consolidated financial statements for the year
ended Dec. 31, 2017, citing that the Company has suffered recurring
losses from operations and has accumulated losses since inception
that raise substantial doubt about its ability to continue as a
going concern.
CARL SCHIRO: $6M Sale of Houston Property to OrangeStone Approved
-----------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Carl J. Schiro's sale of a 2.4552
acre-plot of land, with a 25,269 square foot building, located at
7620 Washington Avenue, Houston, Texas, to OrangeStone Capital, LLC
and/or its assigns for $6 million.
The Debtor will also pay, at closing, Briar Capital Real Estate
Fund, LLC an amount sufficient to satisfy its secured claim
(approximately $5,276,784 – as of Oct. 29, 2018, plus interest
accrued since Oct. 29, 2018 (at the default rate under the mortgage
documents) and unbilled costs, expenses, and fees of consultants,
advisors, and attorneys.
The Debtor's rights in any earnest money paid by OrangeStone in
connection with the sale of the Property are hereby assigned to
Briar Capital. In the event the sale of the Property to
OrangeStone does not proceed to closing as a result of a defaul by
OrangeStone and the Earnest Money becomes payable to the
Seller/Debtor under the Contract for Sale, such earnest money will
be paid by the title company (which the parties agree will be
Charter Title Co.) directly to Briar Capital (rather than the
Seller/Debtor) and applied as a credit against the Briar Capital
Claim.
Except as otherwise provided below regarding the Boral Lease, the
sale of the Property to OrangeStone will be made free and clear of
all liens, claims, interests, and encumbrances, including, but not
limited to, all lien claimants identified in Schedule C of the
Title Commitment. All liens, claims, interests, and encumbrances,
will continue in the net sales proceeds.
The agreement between the Debtor and Boral, wherein Boral agrees to
release and waive its rights of first refusal and its purchase
option with respect to the Property in exchange for receipt of
$150,000 at closing of the sale of the Property, assumption and/or
assignment of the Boral Lease to any buyer is approved. The Boral
Lease is assumed by the Debtor, assigned by the Debtor to the
Buyer, and assumed by the Buyer.
Carl Joseph Schiro sought Chapter 11 protection (Bankr. S.D. Tex.
Case No. 18-33015) on June 4, 2018. The Debtor tapped Matthew
Hoffman, Esq., at Hoffman & Saweris, P.C., as counsel.
CHINA COMMERCIAL: Incurs $635,000 Net Loss in Third Quarter
-----------------------------------------------------------
China Commercial Credit, Inc., has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of US$635,017 on US$107,736 of net revenue for the three
months ended Sept. 30, 2018, compared to a net loss of US$2.13
million on US$0 of net revenue for the three months ended Sept. 30,
2017.
For the nine months ended Sept. 30, 2018, the Company reported net
income of US$8.48 million on US$192,314 of net revenue compared to
a net loss of US$8.28 million on US$35,000 of net revenue for the
same period during the prior year.
As of Sept. 30, 2018, the Company had US$5.34 million in total
assets, US$1.63 million in total liabilities, and US$3.70 million
in total shareholders' equity.
As of Sept. 30, 2018, the Company had cash balance of US$838,634
and a positive working capital of US$2,073,049. The management
estimated the operating expenses obligation for the next twelve
months after issuance of the financial statements to be $500,000.
Therefore, the management believes that the Company will continue
as a going concern in the following 12 months. In addition, the
Company's shareholders will continuously provide financial support
to the Company when there is any business expansion plan.
During the nine months ended Sept. 30, 2018, the Company had a cash
outflow from operating activities of US$1,403,790, an increase of
cash outflow of US$155,161 from a cash outflow of US$1,248,629 for
the same period of last year. The Company generated a net income
for the nine months ended Sept. 30, 2018 of US$8,482,353, a change
of US$16,764,087 from the nine months ended Sept. 30, 2017, during
which it incurred a net loss of US$8,281,734.
Net cash used in investing activities for the nine months ended
Sept. 30, 2018 was US$4,009,223 as compared to net cash provided by
investing activities of US$1,905,807 for the nine months ended
Sept. 30, 2017. The cash used in investing activities for the nine
months ended Sept. 30, 2018 was net effects of purchase of six used
luxurious cars of $1,882,476, loan disbursement of $1,473,458 to a
third party, and net cash of $1,270,070 used in investing
activities from discontinued operation netting off against proceeds
of $500,000 from disposal of discontinued operations and proceeds
of $122,481 from disposal of one used luxurious car in August 2018.
The cash provided by investing activities for the nine months
ended Sept. 30, 2017 was mainly caused by net cash provided by
investing activities from discontinued operation.
During the nine months ended Sept. 30, 2018, the cash provided by
financing activities is mainly attributable to a bank borrowing of
US$1,473,458, a loan borrowed from a third party of US$153,485, and
capital of US$3,265,371 raised from private placements.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/27brfF
About China Commercial Credit
Founded in 2008, China Commercial Credit --
http://www.chinacommercialcredit.com/-- currently engages in used
luxurious car leasing. The used luxurious car business is
conducted under the brand name "Batcar" by the Company's VIE
entity, Beijing Youjiao Technology Limited.
China Commercial incurred a net loss of US$10.69 million for the
year ended Dec. 31, 2017, compared to a net loss of US$2.58 million
for the ended Dec. 31, 2016. As of June 30, 2018, China Commercial
had US$4.14 million in total assets, US$15,246 in total liabilities
and US$4.13 million in total shareholders' equity.
The report from the Company's independent accounting firm Marcum
Bernstein & Pinchuk LLP on the consolidated financial statements
for the year ended Dec. 31, 2017, includes an explanatory paragraph
stating that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
COMMUNITY CHOICE: Incurs $20 Million Net Loss in Third Quarter
--------------------------------------------------------------
Community Choice Financial Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $20.06 million on $88.04 million of total revenues for
the three months ended Sept. 30, 2018, compared to a net loss of
$25.65 million on $97.64 million of total revenues for the three
months ended Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $36 million on $257.02 million of total revenues
compared to a net loss of $52.22 million on $264.16 million of
total revenues for the same period a year ago.
As of Sept. 30, 2018, the Company had $179.22 million in total
assets, $420.37 million in total liabilities, and a total
stockholders' deficit of $241.14 million.
Liquidity and Need for Additional Capital
The Company's indebtedness includes $247.3 million of senior notes
and $63.5 million in subsidiary notes that are due in the second
quarter of 2019. The Company's expected cash position will not be
sufficient to repay this indebtedness as it becomes due. It is
unlikely that the Company's assets, in any event, would be
sufficient to satisfy its current debt obligations. The Company
said these factors raise substantial doubt regarding its ability to
meet its obligations and continue as a going concern for the period
which extends one-year from the issuance of these financial
statements.
On Nov. 1, 2018, the Company entered into an agreement, setting
forth a restructuring, which upon consummation would satisfy its
obligation to execute a Deleveraging Transaction required under its
New Secured Notes. The Deleveraging Transaction will be
implemented through an out of court restructuring of certain of the
Company's outstanding indebtedness, including the senior secured
notes. The Restructuring Support Agreement does not directly
address the obligations under the Subsidiary Notes, and those
obligations will continue in full force and effect. The Company is
in discussions with the lenders under the Subsidiary Notes to
increase that facility. Management is not able to conclude at this
time that its plan to restructure its indebtedness pursuant to the
Deleveraging contemplated by the Restructuring Support Agreement is
both probable of being implemented and of mitigating the events and
conditions that have given rise to such substantial doubt.
According to Community Choice, "We have historically funded our
liquidity needs through cash flow from operations and borrowings
under our revolving credit facilities and subsidiary notes.
However, $247.3 million of senior notes and $63.5 million in
subsidiary notes are due in the second quarter of 2019. The
Company's expected cash position will not be sufficient to repay
this indebtedness as it becomes due and the Company will need to
restructure or refinance this indebtedness and there can be no
assurances as to the ability of the Company to conclude such a
restructuring or refinancing. These factors raise substantial
doubt regarding the Company's ability to meet its obligations and
continue as a going concern for the period which extends one-year
from the issuance of these financial statements. If the Company is
able to successfully refinance or restructure its outstanding
indebtedness, funding capital expenditures, working capital and
debt requirements in the future will depend on our future financial
performance, which is subject to many economic, commercial,
regulatory, financial and other factors that are beyond our
control."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/hHFW4T
About Community Choice Financial
Dublin, Ohio-based Community Choice Financial Inc. --
http://www.ccfi.com/-- is a retailer of financial services to
unbanked and underbanked consumers through a network of 476 retail
storefronts across 12 states and is licensed to deliver similar
financial services over the internet in 30 states. CCFI focuses on
providing consumers with a wide range of convenient financial
products and services to help them manage their day-to-day
financial needs including consumer loans, check cashing, prepaid
debit cards, money transfers, bill payments, and money orders.
Community Choice incurred a net loss of $180.9 million in 2017,
compared to a net loss of $1.54 million in 2016. As of June 30,
2018, the Company had $186.5 million in total assets, $407.6
million in total liabilities and a total stockholders' deficit of
$221.08 million.
* * *
As reported by the TCR on Nov. 8, 2018, S&P Global Ratings said it
lowered its issuer credit rating on Community Choice Financial Inc.
(CCFI) to 'D' (default) from 'CC'. The rating action follows
CCFI's decision to defer a $13.72 million Nov. 1 interest payment
on its senior secured notes and enter into a 30-day grace period.
As reported by the TCR on Sept. 10, 2018, Moody's Investors Service
affirmed Community Choice Financial Inc.'s Caa3 corporate family.
Moody's said Community Choice's Caa3 corporate family reflects its
unsustainable capital structure with large amounts of debt and
substantial equity deficit, weak financial performance, constrained
liquidity, and also high regulatory risk.
CONCORDIA INTERNATIONAL: Posts Q3 Net Income of $1.8 Billion
------------------------------------------------------------
Concordia International Corp. announced its financial and
operational results for the three and nine months ended Sept. 30,
2018.
"Our third quarter results are consistent with our expectations,"
said Graeme Duncan, chief executive officer of Concordia. "When
combined with our recently completed recapitalization, we believe
that the Company is on a path towards stabilization, while laying
the foundation for long-term growth."
Consolidated Third Quarter 2018 Financial and Operational Results
* Reported third quarter revenue of $127.7 million, compared to
$154.6 million for the third quarter of 2017, and $139.5
million for the second quarter of 2018.
* Generated GAAP net income for the third quarter of 2018 of
$1.8 billion. The increase in net income compared to the
second quarter of 2018 is primarily due to a gain on debt
settlement of $1.9 billion arising from the Company's
Recapitalization Transaction, partially offset by higher
costs associated with the Recapitalization Transaction.
* Reported third quarter Adjusted EBITDA2 of $59.0 million,
compared to $78.6 million for the third quarter of 2017, and
$66.8 million for the second quarter of 2018.
* Generated cash flows from operating activities of $98.1
million in the first nine months of 2018, compared to $227.4
million during the same period in 2017.
* As of Sept. 30, 2018, the Company had a cash balance of
$209.5 million
* On Sept. 6, 2018, Concordia announced the completion of the
Recapitalization Transaction described in the Company's
management information circular dated May 15, 2018, and
implemented pursuant to the court-approved plan of
arrangement dated June 26, 2018, under the Canada Business
Corporations Act.
* Subsequent to quarter end, in October, Concordia announced
the election of Maurice Chagnaud and the appointment of
Frances Cloud to its board of directors effective Nov. 1,
2018, and its intention to change the Company's name to
Advanz Pharma Corp. subject to shareholder approval.
* Subsequent to quarter end, on Nov. 12, 2018, the UK
Competition and Markets Authority (CMA) notified the Company
that it has closed the investigations into three Concordia
products (Trazodone, Nefopam and Dicyloverine) on the grounds
of administrative priority. This decision does not prevent
the CMA from opening a new investigation into these products
in the future. The remaining investigations continue.
Third Quarter 2018 Segment Results Concordia International segment
revenue of $91.9 million for the third quarter of 2018 decreased by
$14.7 million, or 14%, compared to second quarter 2018 revenue of
$106.7 million.
Approximately $4.6 million of the $14.7 million sequential decline
in revenue is the result of foreign exchange arising from the
weakening of the Great British Pound against the U.S. dollar. The
remaining $10.1 million sequential quarterly decline is
attributable to lower sales in the UK market of approximately $6
million, mostly resulting from competition on certain key products,
and lower sales in other global markets of approximately $4 million
primarily due to timing of shipments.
Concordia International segment revenue for the third quarter of
2018 decreased by $25.7 million, or 22% compared to the
corresponding period in 2017. A $25.2 million decrease in revenue
was combined with a further decrease of $0.5 million in revenue as
a result of the GBP weakening against the USD, when compared to the
corresponding period in 2017, given a significant portion of the
segment revenues are earned in GBP.
Declines to revenue attributable to key products during the
quarter, excluding the impact of foreign currency translation, were
a $8.1 million decrease from Liothyronine Sodium; a $1.5 million
decrease from Flurbiprofen; a $1.2 decrease from Acetylsalicylic
Acid; a $1.2 million decrease from Trazodone; and a $1.1 million
decrease from Levothyroxine Sodium. These lower product volumes
and revenues are primarily due to ongoing competitive market
pressures resulting in market share erosion in the UK market and
timing of shipments for certain products in non-UK markets.
The decline in revenue for Liothyronine Sodium is reflective of the
impairment charges taken in the second quarter of 2017 on the
product rights attributable to Liothyronine Sodium as a result of
market competition that had not yet had a significant impact on the
third quarter of 2017 reported revenue for Liothyronine Sodium.
These declines to revenue were partially offset by a $0.9 million
increase in revenue from Nitrofurantoin; and a $0.8 million
increase in revenue from Hydralazine HCL, as a result of product
volume increases. The remaining decrease was primarily due to
general competitive market pressures across the segment's product
portfolio.
Revenue of $311.6 million for the first nine months of 2018
decreased by $40.2 million, or 11%, compared to the corresponding
period in 2017. A $61.3 million decrease in revenue was partially
offset by a $21.1 million increase in revenue as a result of the
GBP strengthening against the USD in the first half of 2018.
Declines to revenue attributable to key products during the
year-to-date period, excluding the impact of foreign currency
translation, consisted of a $23.2 million decrease from
Liothyronine Sodium; a $5.2 million decrease from Trazodone; a $3.1
million decrease from Prednisolone; a $2.9 million decrease from
Levothyroxine Sodium; and a $2.7 million decrease from
Prochlorperazine Mesilate, due to the competitive pressures.
These declines to revenue were partially offset by $6.6 million
increased revenue from Nitrofurantoin; and $2.3 million increased
revenue from Argipressin, as a result of product volume increases.
The remaining decrease was primarily due to general competitive
market pressures across the segment's product portfolio.
North America Segment
Concordia North America segment revenue of $35.7 million for the
third quarter of 2018 increased by $2.9 million, or 9%, compared to
second quarter, 2018 revenue of $32.8 million.
The sequential increase is primarily attributable to timing of
shipments to wholesaler partners and lower co-pay utilization on
Donnatal rather than an underlying increase in prescriptions.
Revenue of for the third quarter of 2018 decreased by $1.2 million
or 3%, compared to the corresponding period in 2017. The decrease
was primarily due to a $2.8 million decrease from Plaquenil
authorized generic as a result of lower product volumes; and a $2.0
million decrease from Donnatal as a result of additional
competitive pressures that have resulted in a loss of market share.
In the third quarter of 2018, Donnatal tablets continued to face
pressure from two competitive products. As well, during the second
quarter of 2018, the Company became aware of the launch of
additional non-FDA approved competitive products to Donnatal
elixir, which has resulted in lower product volumes of the elixir
in the third quarter of 2018 compared to the corresponding period
in 2017.
These declines in revenue were partially offset by a $1.7 million
increase in revenue from Nilandron as a result of higher product
volumes; a $1.3 million increase in revenue from Kapvay; and a $0.8
million increase in revenue from Orapred. The remaining decrease
was primarily due to general competitive market pressures across
the segment's product portfolio.
Revenue of $107.8 million for the year-to-date decreased by $16.4
million or 13% compared to the corresponding period in 2017. The
decrease was primarily due to a $9.0 million decrease from
Donnatal; a $3.8 million decrease from Dibenzyline authorized
generic; a $3.5 million decrease from Plaquenil authorized generic;
and a $2.3 million decrease from Lanoxin authorized generic. These
declines in revenue were partially offset by a $3.5 million
increase in revenue from Orapred; a $3.0 million increase in
revenue from Dibenzyline; and a $2.5 million increase in revenue
from Zonegran. The remaining decrease was primarily due to general
competitive market pressures across the segment's product
portfolio.
Pipeline Update
Consistent with Concordia's prior disclosure, with its leadership
and board transition, the Company will continue to evaluate the
composition of its pipeline of medicines.
In the third quarter of 2018, Concordia launched one new product.
Concordia also has 27 products that have already been approved or
are awaiting approval by the regulators.
In addition, the Company currently has 12 products under
development that are anticipated to launch in the next three to
five years.
The Company believes that these products include several
second-to-market or early-to-market opportunities for
difficult-to-make products.
Additionally, Concordia has 10 products identified for potential
development.
Therefore, in total, Concordia's current pipeline is now comprised
of approximately 49 products.
Over the near term, the Company is not expecting material
incremental revenue contributions from its pipeline.
In the longer term, the Company is optimistic about a number of
products in its pipeline that could potentially come to market
during 2020 through to 2023.
In addition, Concordia intends to continue investing in its
pipeline expansion as a key strategic priority going forward.
Consolidated Results of Operations
Revenue for the third quarter of 2018 and year-to-date decreased by
$27.0 million or 17%, and $56.6 million, or 12%, respectively,
compared to the corresponding periods in 2017. These decreases
were primarily due to lower sales from both segments, partially
offset on a year-to-date basis by higher foreign exchange rates
impacting translated revenues from the Concordia International
segment.
The Concordia International segment revenue for the third quarter
of 2018 decreased by $25.7 million, or 22%, due to $25.2 million
lower revenue primarily as a result of volume declines on key
products including Liothyronine Sodium, Flurbiprofen and
Acetylsalicylic Acid, as well as unfavourable foreign exchange
rates negatively impacting translated results by $0.5 million,
partially offset by higher revenue due to volume increases for
Nitrofurantoin and Hydralazine HCL.
The Concordia North America segment revenue for the third quarter
of 2018 decreased by $1.2 million, or 3%, when compared to the
corresponding period in 2017, mainly due to lower volumes on key
products, including Donnatal and Plaquenil authorized generic,
partially offset by higher revenue on certain other products,
including Nilandron and Kapvay.
Gross profit for the third quarter of 2018 and year-to-date
decreased by $21.9 million, or 20%, and $52.4 million, or 16%,
respectively, compared to the corresponding periods in 2017
primarily due to the revenue declines.
Gross profit percentage for the third quarter of 2018 and
year-to-date decreased by 2% and 3%, respectively, compared to the
corresponding periods in 2017, primarily due to a change in the mix
of product sales within both operating segments.
Operating expenses for the third quarter of 2018 increased by $36.7
million, or 37%, and for the year-to- date 2018 decreased by $0.9
billion, or 70%, compared to the corresponding periods in 2017.
The increase in operating expenses for the third quarter of 2018,
is primarily due to $30.8 million higher restructuring related,
acquisition and other costs mainly associated with the Company's
Recapitalization Transaction, and $10.1 million higher amortization
charges on intangible assets, partially offset by $1.8 million
lower-share based compensation expense and $1.1 million lower
selling and marketing expense.
Operating expenses were lower for the year-to-date compared to the
corresponding period in 2017, primarily due to a $1.0 billion lower
impairment charge on a year-to-date basis. Excluding impairments,
operating expenses for the year-to-date 2018 increased by $74.9
million, or 25%, compared to the corresponding periods in 2017.
The increase in operating expenses for the year-to-date period of
2018, excluding impairments, is primarily due to $72.2 million
higher restructuring related, acquisition and other costs mainly
associated with the Company's Recapitalization Transaction and
$15.3 million higher amortization charges on intangible assets,
partially offset by $7.3 million lower share-based compensation
expense and $3.8 million lower general and administrative costs.
General and administrative expenses reflect costs related to
salaries and benefits, professional and consulting fees, public
company costs, travel, facility leases and other administrative
expenditures. General and administrative expenses for the third
quarter of 2018 and year-to-date decreased by 3% and 10%,
respectively, compared to the corresponding periods in 2017. These
decreases are a result of the Company's objective to reduce
operating costs across the business, partially offset by
unfavourable foreign exchange rate movements impacting translation
of general and administrative expenses from the Concordia
International segment.
Selling and marketing expenses reflect costs incurred by the
Company for the marketing, promotion and sale of the Company's
broad portfolio of products across the Company's segments. Selling
and marketing costs for the third quarter of 2018 and year-to-date
decreased by $1.1 million and $0.3 million, respectively, compared
to the corresponding periods in 2017, primarily as a result of
lower costs associated with sales promotion and advertising
activities, as well as reduced salaries and benefits costs due to
lower headcount in the sales and marketing functions within the
Concordia International segment. These lower selling and marketing
costs are partially offset by higher selling and marketing costs
associated with the co-promotion agreement for sales of Donnatal in
the Concordia North America segment.
Research and development expenses reflect costs for clinical trial
activities, product development, professional and consulting fees
and services associated with the activities of the medical,
clinical and scientific affairs, quality assurance costs,
regulatory compliance and drug safety costs (Pharmacovigilance) of
the Company. Research and development costs for the third quarter
of 2018 decreased by $0.7 million, or 9%, compared to the
corresponding period in 2017. This decrease is primarily due to
the timing of various non-recurring projects, as well as lower
consulting costs related to ongoing projects. Research and
development costs for the for the year-to-date 2018 decreased by
$1.8 million or 8%, primarily due to refunds of regulatory fees,
timing of various non-recurring projects and lower consulting costs
related to ongoing projects.
Adjusted EBITDA for the third quarter of 2018 and year-to-date
decreased by $19.6 million, or 25%, and $46.9 million, or 19%
respectively, compared to the corresponding periods in 2017. These
declines are primarily due to lower sales and gross margins from
both segments, partially offset by higher foreign exchange rates
impacting translated results on a year-to-date basis. Adjusted
EBITDA by segment for the third quarter of 2018 and year-to-date
was $39.9 million and $140.6 million respectively, from the
Concordia International segment, and $21.6 million and $66.2
million respectively, from the Concordia North America segment. In
addition, during the third quarter of 2018 and year-to-date, the
Company incurred $2.5 million and $9.1 million respectively, of
Corporate costs related to the Corporate Head Office. Corporate
expenses decreased by $2.1 million and $6.4 million, respectively,
compared to the corresponding periods in 2017, primarily due to
lower general and administrative expenses, including professional
fees incurred and salaries and benefits costs.
As of Sept. 30, 2018, the Company had cash and cash equivalents of
$209.5 million and 48,913,490 limited voting shares issued and
outstanding.
A full-text copy of the press release is available for free at:
https://is.gd/7OuO02
About Concordia
Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/
-- is an international specialty pharmaceutical company with a
diversified portfolio of more than 200 patented and off-patent
products, and sales in more than 90 countries. Going forward, the
Company is focused on becoming a leader in European specialty,
off-patent medicines. Concordia operates out of facilities in
Mississauga, Ontario and, through its subsidiaries, operates out of
facilities in Bridgetown, Barbados; London, England and Mumbai,
India.
Concordia reported a net loss of US$1.59 billion for the year ended
Dec. 31, 2017, compared to a net loss of US$1.31 billion for the
year ended Dec. 31, 2016. As of June 30, 2018, Concordia had
US$2.12 billion in total assets, US$4.25 billion in total
liabilities and a total shareholders' deficit of US$2.13 billion.
The audit opinion included in the Company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph. PricewaterhouseCoopers LLP, the Company's
auditor since 2015, stated that the Company has commenced a court
proceeding under the Canada Business Corporation Act (CBCA) to
restructure certain debt obligations. The commencement of the CBCA
proceedings has resulted in events of default under certain of the
Company's credit facilities and a termination event under the cross
currency swap agreement, which defaults are subject to the stay of
proceedings granted by the court. These events raise substantial
doubt about the Company's ability to continue as a going concern.
CRM CITY FELLOWSHIP: Taps Nelson M. Jones as Legal Counsel
----------------------------------------------------------
CRM City Fellowship Church seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire the Law Office of
Nelson M. Jones III as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization; assist in resolving contested claims; and provide
other legal services related to its Chapter 11 case.
The firm will charge these hourly fees:
Nelson Jones III, Esq. $400
Associate $250
Paralegal $75 - $150
Jones received a retainer in the sum of $10,283.
The firm's attorneys and other employees do not have connection
with the Debtor, creditors and other "parties in interest,"
according to court filings.
Jones can be reached through:
Nelson M. Jones, III, Esq.
Law Office of Nelson M. Jones III
440 Louisiana, Suite 1575
Houston, TX 77002
Tel: 713-236-8736
Fax: 713-236-8990
Email: njoneslawfirm@aol.com
About CRM City Fellowship Church
CRM City Fellowship Church is a tax-exempt religious organization
based in Houston, Texas.
CRM City Fellowship Church sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-36175) on Nov. 5,
2018. In the petition signed by Leroy J. Woodard, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million. The Debtor tapped the
Law Office of Nelson M. Jones III as its legal counsel.
CUSTOM AIR: Seeks to Hire Sue Lasky as Legal Counsel
----------------------------------------------------
Custom Air Design, Inc., seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Sue Lasky, PA,
as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiation with its
creditors in the preparation of a bankruptcy plan; and provide
other legal services related to its Chapter 11 case.
Susan Lasky, Esq., at Sue Lasky, is the attorney who will be
handling the case. Ms. Lasky and her firm do not represent any
interest adverse to the Debtor, according to court filings.
The firm can be reached through:
Sue Lasky, PA
320 SE 18 St.
Ft. Lauderdale, FL 33316
Phone: 954-400-7474
Fax: 954-206-0628
Email: Sue@SueLasky.com
About Custom Air Design
Custom Air Design, Inc., is an air conditioning contractor in
Wellington, Florida. Custom Air Design sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
18-23754) on Nov. 5, 2018. In the petition signed by Robert
Anderson, president, the Debtor disclosed $416,521 in assets and
$1,445,051 in liabilities. The case has been assigned to Judge
Mindy A. Mora. The Debtor tapped Sue Lasky, PA as its legal
counsel.
DAVID'S BRIDAL: Says Prepackaged Plan to Cut Debt by $343M
----------------------------------------------------------
David's Bridal, Inc., et al., commenced Chapter 11 cases to
implement the proposed Joint Prepackaged Chapter 11 Plan of
Reorganization of David's Bridal, Inc., and Its Affiliated Debtors,
which if confirmed will pay trade vendor claims in full in the
ordinary course of business and will ensure that the Company
continues to be able to bring five-star service to its customers as
they prepare for their wedding days and other major occasions. The
Debtors, in consultation with their professional advisors and after
careful examination by the Debtors' management team and board of
directors, entered into a Restructuring Support Agreement on Nov.
18, 2018 with holders of approximately 85% of the approximately
$481.2 million in outstanding principal amount of term loans,
holders of approximately 97% of the $270.0 million in outstanding
principal amount of Unsecured Notes and the Debtors' principal
equity holders, outlining the material terms for the Prepackaged
Plan.
The restructuring contemplates a substantial deleveraging that will
reduce the Debtors' funded indebtedness from approximately $777
million to approximately $343 million (based upon currently
anticipated borrowings on under an exit ABL facility at the
Effective Date, which are subject to change). The deleveraging
restructuring embodied in the Prepackaged Plan offers the best
chance, under the circumstances, for the David's Bridal business to
continue thriving and growing.
The Restructuring Support Agreement, pursuant to which the
Supporting Creditors and Supporting Sponsors have agreed to support
and vote in favor of the Prepackaged Plan, confers significant
benefits on the Debtors' estates. The Prepackaged Plan provides
for an orderly change in ownership at the Company, handing the keys
to its most significant lenders and bondholders, while securing
robust financial support for operations throughout and after the
chapter 11 cases. Importantly, the Restructuring Support Agreement
and Prepackaged Plan will allow the Debtors to continue operating
all of their retail locations, and no stores will be required to
close.
In addition, the Debtors expect minimal trade disruption by
proposing to reinstate all of the claims of their vendors and other
general unsecured creditors, which will be paid in full in the
ordinary course of business.
A stable business will preserve David's Bridal's position as a
trusted, passionate expert in the bridal industry that seeks to
empower every woman to find "the one" dress that stays true to her
dreams. Finally, through these chapter 11 cases and the
Prepackaged Plan, the Debtors intend to pursue a swift and
efficient reorganization to avoid, among other things, the
administrative burden and substantial cost of an extended stay in
chapter 11. The terms of the Restructuring Support Agreement
reflect that intention and establish the following timeline,
subject to the Court's calendar:
Restructuring Support Agreement Milestones
Milestones Date
---------- ----
File: Petition Date
* Disc. statement and prepack plan
* Solicitation procedures motion
* Motion for hearing on DS and Plan
Entry of Interim DIP Order Nov. 22, 2018
Delivery of a 12-month post-emergence
liquidity forecast to the Supporting
Lenders Dec. 10, 2018
Deadline for voting on the
Prepackaged Plan Dec. 20, 2018
Entry of Final DIP Order Dec. 21, 2018
Entry of Solicitation Order and
Confirmation Order Jan. 7, 2019
Outside date for consummation of the
Prepackaged Plan Jan. 14, 2019
Free from its unsustainable prepetition capital structure, the
David's Bridal business will be poised to continue offering
customers the best-in-class service to which they have become
accustomed, while preserving jobs and valuable world-wide vendor
relationships.
Prepetition Capital Structure
The Debtors' current capital structure was put into place on or
about Oct. 11, 2012 as part of Clayton, Dubilier & Rice, LLC's
acquisition of David's Bridal and certain of its affiliates.
As of the Petition Date, the Company's debt obligations include:
(i) $25.7 million in drawn commitments under the Prepetition ABL
Agreement with enders from time to time party thereto (the
"Prepetition ABL Lenders") and Bank of America, N.A., as issuing
lender, swingline lender, administrative agent and collateral
agent.
(ii) $481.2 million in outstanding principal obligations under
the Prepetition Term Loan Agreement with lenders ("Term Lenders")
and Bank of America, N.A., as administrative agent and collateral
agent.
(iii) $270.0 million in outstanding principal obligations under
7.75% senior notes due 2020 (the "Unsecured Notes") issued pursuant
to an indenture with Wilmington Trust, National Association, as
trustee.
Debtor DB Investors, Inc. ("DB Parent") is the ultimate parent
company of David's Bridal. Approximately 70.6% of the fully
diluted common stock of DB Parent is held by affiliates of Clayton,
Dubilier & Rice, LLC, 24.2% of the fully diluted common stock of DB
Parent is held by affiliates of Leonard Green & Partners, L.P., and
the remaining common stock is held by members of the Debtors'
current management.
Events Leading to these Chapter 11 Cases
Joan Hilson, Executive Vice President and Chief Financial and
Operating Officer, explains that despite the significant headwinds
facing the brick-and-mortar retail industry, over the past several
years, the Debtors have experienced steady financial performance
and only modest loss of market share. The vast majority of David's
Bridal stores generate positive EBITDA, and the Debtors have
historically generated stable operating cash flows. The most
significant factor leading to the commencement of the chapter 11
cases is the amount of debt on the Debtors' balance sheet, most of
which will mature with the next 12 months.
Faced with the maturity of its Term Loans in October 2019, the
Debtors engaged Evercore Group L.L.C. in April 2018 to, among other
things, investigate sources of additional liquidity to support the
Company's growth initiatives and to open a dialogue with certain
creditor constituencies regarding a potential deleveraging
refinancing of David's Bridal's funded debt.
In May 2018, after engaging with representatives for an ad hoc
group of Term Lenders then holding approximately 65% of the Term
Loans (the "Ad Hoc Term Lender Group"), representatives for certain
funds and accounts managed by Oaktree Capital Management, L.P.,
then holding approximately 30% of the Term Loans and approximately
50% of the Unsecured Notes (collectively, "Oaktree") and
representatives of certain funds and accounts managed by Solace
Capital Partners, L.P., then holding more than one-third of the
Unsecured Notes (collectively, "Solace", and, collectively, with
the Ad Hoc Term Lender Group and Oaktree, the "Creditor Groups"),
the Debtors and Evercore solicited a number of potential capital
sources to refinance the Term Loans.
After some further back-and-forth among the constituent groups, and
after months of negotiations, the Debtors, the Ad Hoc Term Lender
Group, Oaktree and Solace agreed on the key terms of the
Prepackaged Plan and executed the Restructuring Support Agreement
on Nov. 18, 2018 with the holders of approximately 85% of the Term
Loans (the "Supporting Lenders"), holders of approximately 97% of
the Unsecured Notes (the "Supporting Noteholders" and, together
with the Supporting Lenders, the "Supporting Creditors") and the
Debtors' principal equity holders, CD&R and Leonard Green (the
"Supporting Sponsors").
Restructuring Support Agreement
The Restructuring Support Agreement contemplates the continuation
of the David's Bridal business through a recapitalization of the
company whereby the Debtors' balance sheet will be substantially
delevered in exchange for distributions to (i) the holders of Term
Loans of the vast majority of the Reorganized Parent's common
stock, new debt and rights to participate in an exit financing and
obtain additional common stock and (ii) the holders of Unsecured
Notes of the remaining common stock and warrants. So long as the
Restructuring Support Agreement remains in effect, each of the
parties to the Restructuring Support Agreement (in the aggregate
representing well in excess of the necessary majorities required to
confirm the Prepackaged Plan) has agreed to vote to accept the
Prepackaged Plan and to support and to take all reasonable actions
necessary to implement and consummate the Prepackaged Plan.
Specifically, the Term Lenders have agreed, pursuant to the
Restructuring Support Agreement, to provide a $60.0 million
debtor-in-possession senior secured delayed term loan facility
(the "DIP Term Loan Facility"), to provide incremental liquidity
to meet the administrative costs incurred in the Chapter 11 Cases,
and a $40.0 million to $60.0 million priority secured term loan
exit facility (the "Priority Exit Facility"), the proceeds of which
will be used to repay the DIP Term Loan Facility on the Effective
Date. While the Prepetition ABL Lenders are not party to the
Restructuring Support Agreement, they agreed in parallel
negotiations to roll their prepetition facility into a $125.0
million debtor-in-possession ABL facility (the "ABL DIP Facility"
and, together with the DIP Term Loan Facility, the "DIP
Facilities"), which will continue to provide letter-of-credit
support to the Debtors throughout the case. This financing
provides critical assurance that the Chapter 11 Cases will be
adequately funded and that the Debtors' business will emerge
well-capitalized upon their prompt exit from chapter 11.
As their Prepackaged Plan treatment contemplated by the
Restructuring Support Agreement, the Term Lenders have agreed to
receive (a) their pro rata share of (i) $240.0 million to $260.0
million in junior secured takeback term loans (the "Takeback Term
Loan Facility"), (ii) 76.25% of the common equity of the
reorganized Debtors (the "New Common Equity") (subject to dilution
on account of equity or other instruments to be issued in a
management incentive plan (the "MIP") and the common equity and
warrants to be issued to holders of Unsecured Notes ("Unsecured
Noteholders") under the Prepackaged Plan (the "Warrants")) and (b)
the right to participate in the Priority Exit Facility. The
lenders who participate in the Priority Exit Facility shall receive
their pro rata shares of an additional 15% of the New Common Equity
(subject to dilution on account of the MIP and the Warrants). In
addition, the Term Lenders have agreed to waive any deficiency
claims on their Term Loans.
Under the Prepackaged Plan, Unsecured Noteholders will receive
their pro rata share of (a) 8.75% of the New Common Equity (subject
to dilution on account of the MIP) and (b) the Warrants, which will
be exercisable within 5 years of the Effective Date for 20% of the
New Common Equity on a fully diluted basis at a valuation implying
a 100% recovery by Term Lenders of the principal and interest
accrued on the Term Loans as of the Petition Date (after accounting
for the value of distributions under the Prepackaged Plan).
Importantly, the Restructuring Support Agreement and Prepackaged
Plan contemplate that general unsecured trade creditors will
receive 100% recovery on their claims, ensuring that the
restructuring will have minimal effects on the Debtors' business
operations.
Furthermore, the Restructuring Support Agreement and Prepackaged
Plan will allow the Debtors to continue operating all of their
retail locations, and no stores will be required to close. The
restructuring contemplates a substantial deleveraging that will
enable the Debtors to reinvest in their businesses and execute on
their go-forward business plan. To provide additional liquidity to
the post-Effective Date Company, the Supporting Sponsors have
agreed to waive approximately $1.0 million of accrued management
fees and expense reimbursements.
A copy of the Disclosure Statement explaining the terms of the
Prepackaged Plan is available at:
http://bankrupt.com/misc/deb18-12635_Davids_B_13_DS.pdf
About David's Bridal
David's Bridal -- http://www.davidsbridal.com/-- is an
international bridal retailer and the largest U.S. destination for
bridal gowns, wedding-related apparel, social occasion apparel,
accessories and services. For over 60 years, the Company has
remained the most iconic bridal destination, with approximately
one-third of brides in the United States wearing a David's Bridal
gown. The Company operated 311 stores, including 296 stores in 49
states in the United States, eleven stores in Canada, and four
stores in the United Kingdom. Additionally, there are two
franchised stores in Mexico.
On Nov. 19, 2018, David's Bridal, Inc., and its three affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-12635).
The Honorable Laurie Selber Silverstein is the case judge.
Debevoise & Plimpton LLP is serving as the Company's legal advisor,
Evercore LLC is serving as its financial advisor and AlixPartners
LLP is serving as its restructuring advisor. Young Conaway
Stargatt & Taylor, LLP, is the local counsel. Donlin Recano is the
claims agent.
DAVID'S PATIO: Agreed Interim Cash Collateral Order Entered
-----------------------------------------------------------
The Hon. Russell F. Nelms of the United States Bankruptcy Court for
the Northern District of Texas has entered an Agreed Interim Order
authorizing David's Patio, Ltd.'s use of cash collateral to use
cash collateral in the ordinary course of its business to the
extent provided in the Budget.
That Debtor acknowledges that it was indebted to Prosperity Bank on
Loan No. 8261653 in the approximate principal amount of $393,840.
The Debtor was in default under Loan No. 8261653 for failure to
pre-petition payments to Prosperity due September 10, 2018, and
October 10, 2018 for a total pre-petition arrearage of $10,155.20
as of date of the filing of Debtor's Petition. That Debtor further
acknowledges that it was indebted to Prosperity Bank on Loan No.
1068206 in the principal amount of $284,683.
Prosperity Bank is granted security interests in the form of
replacement liens in all postpetition inventory, accounts
receivable, equipment, and general intangibles of Debtor, subject
only to valid, existing prepetition liens, including both existing
and after-acquired property, to the fullest extent necessary to
realize all Cash Collateral actually expended by Debtor pursuant to
the Agreed Interim Order. Prosperity Bank's replacement liens will
be automatically perfected pursuant to the Agreed Interim Order.
In addition, the Debtor will make payment to Prosperity Bank on a
monthly basis interest payments in the amount of $2,119.62 for Loan
No. 8261653, and in the amount of $1,409.57 for Loan No. 1068206,
equaling a monthly total interim interest payment in the amount of
$3,529.19 each month, to be paid on the 1st day of each calendar
month through date of confirmation of Debtor's Chapter 11 Plan or
date of dismissal or conversion of Debtor's case.
Prosperity Bank will be entitled from time to time and after
reasonable notice, to inspect, inventory, and audit, at its own
expense, the real property, inventory, accounts receivable,
equipment, and general intangibles of Debtor subject of the liens
held by Prosperity Bank.
That Debtor will provide to Prosperity Bank, on a weekly basis
beginning November 5, 2018, lists of all aging accounts receivable,
and continuing thereafter through date of confirmation of Debtor's
Chapter 11 Plan, or until conversion or dismissal of Debtor's case,
or until further order of the Court.
A full-text copy of the Agreed Interim Order is available at
http://bankrupt.com/misc/txnb18-44081-21.pdf
About David's Patio, Ltd.
dba David's Concrete Innovations
Founded in 1962, David's Patio, Ltd. is involved in the manufacture
and finishing of concrete statuary products. Its customers include
nurseries, landscapers, hardware stores, building suppliers, mobile
home installers, foundation repair companies, and contractors in
Texas and the surrounding states. In addition to the Company's
concrete products, it also sells related products such as bagged
goods for nurseries and metal shims for foundation repair.
David's Patio sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 18-44081) on Oct. 15, 2018. The
petition was signed by Mark J.O' Reilly, general partner, HDG
Management, LLC. At the time of filing, the Debtor disclosed total
assets of $1,996,173 and total debt of $2,019,727.
The Hon. Russell F. Nelms is the case judge.
The Debtor tapped Behrooz P. Vida, Esq. of the Vida Law Firm, PLLC
as bankruptcy counsel.
DIAMOND RESORTS: Moody's Lowers CFR to B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Diamond Resorts
International, Inc.'s including its Corporate Family Rating to B3
from B2, its Probability of Default Rating to B3-PD from B2-PD, its
senior secured rating to B2 from B1, and its senior unsecured
rating to Caa2 from Caa1. The rating outlook is stable. This action
resolves the review for downgrade that was initiated on August 30,
2018.
The downgrade reflects Moody's view that Diamond's leverage will
remain above 6.5x for the foreseeable future, a level set as a
trigger for downgrade at the time of the LBO by Apollo Global
Management in 2016. For the LTM period ended June 30, 2018, Moody's
adjusted leverage (including securitized debt) was above 8.0x, and
without a material improvement in earnings, leverage will remain at
about this level over the next year. The company's leverage has
remained high as a result of several factors including earnings
pressure caused by increased loan loss reserves due to third party
driven defaults, an effort to shift to more new owner sales, and
lowered down payment requirements with eased borrowing criteria to
drive these new member sales in 2018 (this practice was curtailed
in the second half of 2018). Other drivers of the company's high
leverage include increased debt as a result of Diamond's $220
million acquisition of The Modern Honolulu, a boutique hotel in
Waikiki, which Moody's expects will not fully ramp up in 2019 as
its rooms are repositioned. While the company has put in place
several strategies to improve earnings, including the shift to more
new owner sales and a temporary freeze on maintenance fee increases
in an effort to enhance owner value, these efforts will increase
costs in the near term. Moody's notes that the loan loss provision
is a non-cash item impacting EBITDA but does not impact Diamond's
cash flow. Moody's forecasts Diamond's 2018 free cash flow/debt to
be about 1.0% which is more indicative of a B2 rating relative to
other Business and Consumer Services companies.
Downgrades:
Issuer: Diamond Resorts International, Inc.
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Corporate Family Rating, Downgraded to B3 from B2
Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3) from
B1 (LGD3)
Senior Secured Notes, Downgraded to B2 (LGD3) from B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5)
from Caa1 (LGD5)
Outlook Actions:
Issuer: Diamond Resorts International, Inc.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Diamond's credit profile is constrained by its high leverage --
Moody's adjusted pro forma debt/EBITDA was about 8.0x for the last
12 month period ended June 30, 2018 -- and continued high loan loss
reserves which could make it difficult for the company to improve
its leverage (leverage includes Moody's standard adjustments, all
securitized debt, and debt related to recent acquisitions). The
ratings also reflect Diamond Resorts' modest scale and focus on the
higher risk timeshare segment of hospitality industry.
Approximately 60% of Diamond's EBITDA is derived from vacation
interest sales and financing. The company benefits from its
adequate liquidity profile including low capital requirements,
favorable cash flow profile of its hospitality management business
and lack of near-term debt maturities -- the nearest maturity is
the company's revolver which expires in 2021. The company also
benefits from its good free cash flow/debt of about 1% in 2018,
relative to other Business and Consumer Services companies.
The stable outlook reflects Diamond's adequate liquidity, with the
nearest maturity the company's revolver in 2021, which provides
time for Diamond to stabilize its loan loss reserves and see some
benefits from the strategies it is putting in place. Without a
material improvement in earnings, Moody's forecasts Diamond's
leverage will approximate 8.0x at the end of 2019.
Diamond's ratings could be upgraded if it is able to reduce
leverage to below 6.5x while maintaining EBITA/interest of above
2.0x. Ratings could be downgraded if the company's liquidity
weakened in any way or if the strategies the company has put in
place to improve earnings are unsuccessful and leverage does not
improve.
Diamond Resorts International, Inc. is a timeshare business that
specializes in the sale of vacation ownership interests in the form
of points. Members receive an annual allotment of points and
through the membership club can use these points to stay at
destinations within Diamond's global network of just over 400
destinations in 34 countries. Diamond operates two segments:
hospitality and management services, where Diamond manages or
operates resorts, resort amenities, homeowners associations, and
vacation interests, which includes sales and financing of timeshare
vacation ownership and consumer financing related to the purchase
of timeshares. Revenues are about $1.1 billion. Diamond is owned by
Apollo Global Management LLC.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
DPW HOLDINGS: Incurs $7.45 Million Net Loss in Third Quarter
------------------------------------------------------------
DPW Holdings, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
available to common stockholders of $7.45 million on $8.34 million
of total revenue for the three months ended Sept. 30, 2018,
compared to a net loss available to common stockholders of $1.99
million on $3.22 million of total revenue for the three months
ended Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss available to common stockholders of $20.50 million on
$20.98 million of total revenue compared to a net loss available to
common stockholders of $5.05 million on $6.67 million of total
revenue for the same period during the prior year.
As of Sept. 30, 2018, the Company had $53.10 million in total
assets, $25 million in total liabilities, and $28.09 million in
total stockholders' equity.
During the quarter, the Company announced several financing
transactions, including a public offering of $25 million of 10%
Series A Cumulative Redeemable Perpetual Preferred Stock and
initiating a new At the Market Offering that replaced a prior ATM.
As of Sept. 30, 2018, the investment portfolio included convertible
promissory notes, warrants and shares of common stock of $7.9
million in Avalanche International Corp. Under GAAP accounting
rules, the value of the warrants and shares of common stock are
marked to market on a quarterly basis, which can result in
significant fluctuations reflecting the volatility of the value of
the underlying asset.
DPW's CEO and Chairman Milton "Todd" Ault, III stated, "During the
third quarter, we continued to build and monetize our diverse
business. Our 159 percent revenue increase reflects growth among
our acquisitions in defense, power supply and hospitality. We will
continue to foster these and other emerging businesses with the
goal of increasing our rate of return."
"In 2019, we plan to divide our subsidiaries into two groups to
enhance our leadership, focus on strategic growth, and increase
clarity for our investors. In the Technology Group, we are
implementing plans to improve sales and operations, to execute on
our $71 million backlog, and to drive toward achieve profitability.
In the Finance Group, we are continuing to expand our lending
opportunities, reviewing our existing investments and exploring
additional investment and acquisition opportunities, as well as
leveraging our relationships with industry experts."
Mr. Ault concluded, "Based on our current portfolio and run rate,
we expect 2018 revenue to triple 2017 revenue and 2019 revenue to
double 2018 revenue. At the heart of our business, we continually
evaluate acquiring undervalued assets and disruptive technologies
with a multinational impact that we can monetize to achieve greater
value for our shareholders."
Recent Corporate Highlights:
* Announced that the board of directors approved DPW's
reorganization to simplify management and reporting by
separating the portfolio into two groups in 2019:
- DPW Technology Group will focus on advanced technology and
manufacturing in industries such as defense and aerospace,
power solutions, medical and textiles; and
- DPW Financial Group will focus on lending and investing in
areas such as blockchain technologies, hospitality, real
estate and other opportunities.
* Hired Kenneth S. Cragun, a financial expert with over 30 years
of experience in building financial infrastructure, SEC
reporting, cash management and sophisticated technical
accounting.
Recent DPW Technology Group Highlights:
* Secured over $15 million in orders for advanced technologies,
including:
- $4.3 million order for an advanced missile control system
from an Israeli defense and aerospace contractor;
- $4.1 million multi-year order from a top-tier U.S. defense
contractor for communications filters; and
- $5.0 million in orders to develop and manufacture cutting-
edge medical automated test and calibration equipment; and
* Technology Group order backlog totaled $71.2 million as of
Nov. 12, 2018.
Recent DPW Financial Group Highlights:
* Secured an $85 million construction loan commitment from a
New York City-based multinational investment bank and raised
$1 million in debt financing for a five-star luxury hotel
investment;
* Launched MonthlyInterest.com, an online portal that
facilitates investments; and
* Enhanced support for blockchain technologies by entering a
$2.5 million revolving loan agreement and by identifying low-
cost, renewable power sources for cryptocurrency mining. The
hydroelectric dam set to use Technology Group equipment is on
track to be operational in December 2018. For the nine
months ended Sept. 30, 2018, DPW has mined a total value of
$1.5 million in cryptocurrencies, with the proceeds having
been allocated to working capital.
Full Year 2018 Gross Revenue Guidance
Management updated the 2018 gross revenue expectation to between
$29.0 million and $33.0 million, compared to previous guidance of
$34 million to $39 million, reflecting the timing of fulfilling
backlog.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/O4WveU
About DPW Holdings
Headquartered in Fremont, California, DPW Holdings, Inc., formerly
known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a
diversified holding company that, through its wholly owned
subsidiary, Coolisys Technologies, Inc., is dedicated to providing
technology-based solutions where innovation is the main driver for
mission-critical applications and lifesaving services. Through its
wholly owned subsidiaries and strategic investments, the company
provides mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles.
DPW Holdings incurred a net loss of $10.89 million in 2017
following a net loss of $1.12 million in 2016. As of June 30,
2018, DPW Holdings had $53.44 million in total assets, $21.90
million in total liabilities and $31.53 million in total
stockholders' equity.
The report from the Company's independent accounting firm Marcum
LLP, in New York, on the consolidated financial statements for the
year ended Dec. 31, 2017, includes an explanatory paragraph stating
that the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
ED CARE EMERGENCY: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Med Care Emergency Medical Services, Inc.
P.O. Box 6767
Mcallen, TX 78502
Business Description: Med Care Emergency Medical Services, Inc.
is a privately held company that provides
emergency ambulance services.
Chapter 11 Petition Date: November 19, 2018
Court: United States Bankruptcy Court
Southern District of Texas (McAllen)
Case No.: 18-70408
Judge: Hon. Eduardo V. Rodriguez
Debtor's Counsel: Antonio Villeda, Esq.
Christopher Cheatham, Esq.
Mark Talbot, Esq.
VILLEDA LAW GROUP
6316 N 10th St, Bldg. B
McAllen, TX 78504
Tel: 956-631-9100
E-mail: avilleda@mybusinesslawyer.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Candelario Ontiveros, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at:
http://bankrupt.com/misc/txsb18-70408.pdf
EMBA TRANSPORTATION: Taps Wiggam & Geer as Legal Counsel
--------------------------------------------------------
EMBA Transportation, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Wiggam & Geer,
LLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor with respect to a bankruptcy
plan; provide corporate legal advice; conduct examination; and
provide other legal services related to its Chapter 11 case.
Wiggam & Geer charges an hourly fee of $350 for attorneys and $150
for legal assistants.
The firm received a retainer of 20,015, which included the filing
fee of $1,717.
Will Geer, Esq., at Wiggam & Geer, disclosed in a court filing that
he and his firm neither hold nor represent any interest adverse to
the Debtor and its bankruptcy estate.
The firm can be reached through:
Will B. Geer, Esq.
Wiggam & Geer, LLC
50 Hurt Plaza, SE, Suite 1245
Atlanta, GA 30303
Tel: (678) 587-8740
Fax: (404) 287-2767
Email: wgeer@wiggamgeer.com
About EMBA Transportation
EMBA Transportation, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-68814) on Nov. 6,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of $1 million to $10 million.
The case has been assigned to Judge Wendy L. Hagenau. The Debtor
tapped Wiggam & Geer, LLC as its legal counsel.
ENTRAVISION COMMUNICATIONS: Moody's Cuts CFR to B2, Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded Entravision Communications
Corporation's Corporate Family Rating and Probability of Default
rating to B2 and B2-PD, from B1 and B1-PD. Moody's also downgraded
the Company's Senior Secured Bank Credit Facility to B2, from B1.
The Outlook was changed to Negative, from Stable and the
Speculative Grade Liquidity is unchanged at SGL-2.
Downgrades:
Issuer: Entravision Communications Corporation
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Corporate Family Rating, Downgraded to B2 from B1
Senior Secured 1st lien Term Loan B, Downgraded to B2 (LGD3) from
B1 (LGD3)
Unchanged:
Issuer: Entravision Communications Corporation
Speculative Grade Liquidity, SGL-2
Outlook Actions:
Issuer: Entravision Communications Corporation
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Entravision's B2 corporate family rating reflects the Company's
very high leverage, which was above 6x (Moody's adjusted) at the
end of the last quarter end. Moody's expects the ratio to rise to
mix 7x by the end of 2019 without voluntary debt repayment, well
above its tolerance for the rating category and similar to much
lower rated peers. The rating is also constrained by the Company'
small scale. It's the third smallest rated broadcast affiliate
issuer with revenue similar to lower rated peers. This size is
evident in the lack of diversification, with a single network
supplying most of it content and programming, the majority of its
revenue generated by a single source (advertising), and its
customers limited to the US and concentrated in the southern border
states. This focus is a weakness as the ratings, viewership,
subscriber base, and ad sales of Hispanic programming has been
declining persistently. As a result, coupled with significant
investments and growth in digital properties with limited to
profitability, EBITDA and margins have fallen sharply. Since 2015,
EBITDA is down nearly 50% and margins have dropped almost 15%, to
approximately 20%. This has driven free cash flows and related
metrics to near or slightly less than zero. Despite these
challenges, Moody's believes management remains acquisitive, and
could use its excess cash to invest in additional assets including
digital properties with high valuations and low profitability in
order to capture tax benefits and diversify its business model. If
operating performance doesn't improve significantly and
immediately, and or management does not voluntarily repay debt to
levels sufficient to bring leverage down in line with the weak
operating performance, the Company's position in the rating will
weaken further.
Ratings are supported by the company's access to, and resale of,
Univision Communications, Inc. (B2 stable) programming which
controls the majority of Hispanic viewership. This is an exclusive
arrangement, that targets US Hispanics, one of the fastest growing
segments of the population with close to 60 million people or
nearly 18%. This programming produces contractual retransmission
fees which are growing in the mid-single digit percent range,
pushing the mix to approximately 13% of total revenue which adds
some balance to the business model. Additionally, its digital
business is growing very quickly, at least 20% annually, helping
the company to diversify its revenue mix and capture a portion of
the ad share that is shifting away from pay-TV. The Company also
benefits from a good liquidity profile including positive operating
cash flows, covenant-lite loans, a favorable maturity profile and
substantial alternate liquidity with $132 million in marketable
securities, as of the last quarter end.
OUTLOOK
The Negative outlook assumes a downside scenario, with operating
trends continuing to decline at similar levels, digital investments
growing with little to no profits, and debt repayment limited to
mandatory amortization. The outlook reflects its expectation that
average revenues and EBITDA over the next 12-18 months, will be
approximately $290 million, $45 million, respectively. Moody's
expects little to no free cash flow, if not slightly negative, with
debt falling to near $345 million at the end of 2019. Moody's
expects EBITDA margins to fall near mid-teens percent, leverage to
rise to mid 7x with interest coverage between 1x-2x. Key
assumptions include mid-single digit percent growth in
retransmission fees, and up to 10% annual decline in advertising
revenue.
FACTORS THAT COULD LEAD TO AN UPGRADE
An upgrade is unlikely at this time given the high leverage and
declining operating performance. However, Moody's will consider an
upgrade if leverage (Moody's adjusted 2-year average
debt-to-EBITDA) is sustained comfortably below 4.5x and coverage
(Moody's adjusted 2 year average Free cash flow-to-debt) remains
above 7.5%. An upgrade would also be conditional on a sustained
period of positive EBITDA and advertising revenue growth and a low
probability of near term event risk. In conjunction, an improved
liquidity profile, market position, scale, diversity, capital
structure, or the business model could also support a positive
rating action.
FACTORS THAT COULD LEAD TO A DOWNGRADE
A downgrade is likely over the next 12 months if leverage and
operating performance don't improve. Moody's will consider a
downgrade if leverage (Moody's adjusted 2-year average
debt-to-EBITDA) is sustained above 5.75x or coverage (Moody's
adjusted 2-year average Free cash flow-to-debt) is sustained below
2.5%. A downgrade would also be considered if, despite improvements
in leverage and or operating performance, liquidity worsened, or
there were material unfavorable changes in market position, scale,
diversity, capital structure, or the business model.
Entravision Communications Corporation, headquartered in Santa
Monica, CA, is a diversified Spanish-language media company with
television, radio and digital operations. At the end of 9/30/2018,
Entravision owns or operates 55 primary television stations in 20
U.S. markets and is the largest affiliate group of both the
Univision television network and Univision's UniMas network. The
company also owns and operates a group of primarily Spanish
language radio stations, consisting of 49 (38 FM and 11 AM)
stations, as well as cross platform digital content and sales
offerings. Ownership is concentrated with Walter F. Ulloa, and
affiliated stockholders, while Univision is a 10% minority owner of
the common stock on a fully-diluted basis. Net revenue for the
twelve months ended September 30, 2018, totaled $264 million with
television operations accounting for 60% of the total, radio
operations 27%, and digital revenue 12%.
The principal methodology used in these ratings was Media Industry
published in June 2017.
FALLING BRANCH: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Falling Branch Farms, LLC
201 Greymon Drive
West Palm Beach, FL 33405
Business Description: Falling Branch Farms, LLC owns 58 acres of
land featuring a farm with plantation,
house, and out-buildings. The Property is
valued by the company at $18 million.
Chapter 11 Petition Date: November 19, 2018
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Case No.: 18-24407
Judge: Hon. Erik P. Kimball
Debtor's Counsel: James Schwitalla, Esq.
THE BANKRUPTCY LAW OFFICE OF
JAMES SCHWITALLA, P.A.
12954 SW 133 Ct
Miami, FL 33186
Tel: (305) 278-0811
Fax: (305) 278-0812
Email: jwscmecf@bellsouth.net
jws@miamibkc.net
Total Assets: $18,000,100
Total Liabilities: $2,764,771
The petition was signed by Stuart C. Fisher, manager/owner.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb18-24407.pdf
List of Debtor's Four Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Al Thompson, Esquire Professional $70,000
365 Canal Street, Services
Suite 2960
New Orleans, LA 70130
Apex Fabrication, LLC Work on Site $13,981
235 Witmer Rd
PO Box 123
East Earl, PA 17519
BG&E Utility Services $5,789
PO Box 1475 Provided
Baltimore, MD 21203
Jeffrey Todd Burch Professional $75,000
491 Ramblewood St Services
Port Charlotte, FL 33953
FANSTEEL FOUNDRY: Court Approves Disclosures; Confirms Ch. 11 Plan
------------------------------------------------------------------
On July 27, 2018 the Court held a hearing on the Debtor's combined
Disclosure Statement and Plan that was jointly proposed by Fansteel
Foundry Corporation and the Official Committee of Unsecured
Creditors. Upon careful consideration, Bankruptcy Judge Anita L.
Shodeen overrules 510 Ocean Drive Debt Acquisition LLC's objections
to the Disclosure Statement and Plan. The disclosure statement is
approved and the proposed plan is confirmed.
510 asserted that the Disclosure Statement is deficient in the
following respects: it is filed in support of an unconfirmable
plan, the MOU is not fully described, there is a lack of detail
regarding 510's secured claim, and it does not describe the effect
that a rejection of TCTM's subordination rights would have under
the Plan.
It is unclear why a disclosure statement should be rejected simply
because the plan may not be confirmed. 510 provides no rationale or
legal authority for this proposition. The MOU is identified in the
disclosure statement and provides a description of the purpose and
contents of that document. 510 makes unsubstantiated allegations
that the MOU was used to subvert its claim rights but provides no
evidence that this in fact occurred. Many terms of the MOU were
contained in the APA, discussed during the sale process and
included in the proposed Plan. Nothing suggests that 510, or any
other creditor, was unaware of these documents or their contents.
510 does not elaborate as to why or how the subordination agreement
between it and the Bank would in any way be relevant to a
hypothetical investor or to any other creditors. Further 510's
suggestion that the Disclosure Statement include a range of
outcomes or alternatives is not supported by the statutory language
which states: "adequate information need not include such
information about any other possible or proposed plan."
Having reviewed the contents of the Disclosure Statement and its
purpose the Court concludes that adequate information has been
provided. 510's objections are overruled.
510 objected to confirmation of the Plan for following reasons: the
terms of the subordination agreement are improperly applied to
510's claim; treatment of 510's claim is not fair and equitable;
the third-party releases contained in the Plan are inappropriately
broad; and the treatment of 510's claim is the result of collusion
and bad faith.
510 alleges that the Plan "artificially and illegally suppresses"
its status as a secured creditor and that the treatment of its
claim under the Plan is "unjustified and unfair." It frames and
addresses these issues in three areas: 510's claim status, its
claim classification, and fair and equitable treatment involving
cram down.
Both TCTM Financial LLC and 510 filed proofs of claim that
identified their respective debts as secured. TCTM's proof of claim
states that it holds a secured claim in the amount of $30,569,860.
510's proof of claim states that it holds a secured claim in the
amount of $6,153,485. There is no dispute that each of these
entities held liens against the Debtors' assets and that guaranties
were also provided. These facts, however, do not establish the
allowed amount of each of these respective secured claims. A
secured claim under the Bankruptcy Code "means something different"
from its meaning outside of bankruptcy.
Simply put the amount of a creditor's allowed secured claim is
restricted to the value of any underlying collateral. There is
insufficient collateral to fully secure TCTM's stated claim.
Consequently, by definition, 510's allowed claim is unsecured.
510 also complains that it does not understand how TCTM's claim has
been calculated and that this information is relevant to how their
respective claims are treated under the Plan. Applying TCTM's
credit bid to its proof of claim reduces its secured claim to
$6,569,860. That total does not include any post-petition amounts
that may be added to its claim under 11 U.S.C. section 506(b). At
the hearing, the testimony provided estimates of how the claim was
calculated but no details were provided to reach an exact figure.
This should not be surprising as TCTM's claim is not static. In
this case, as in many others, it is not unusual for claims to be
adjusted post confirmation for a variety of reasons. For example,
the sale of WDMA's assets may result in a further reduction of
TCTM's claim, but the purchase price has not yet been paid. The
Court has previously entered an order that permits TCTM to "seek
allowance of its fees and expenses as provided for under 11 U.S.C.
section 506(b)" which may also increase the overall amount of its
claim. 510's questions related to the calculation of TCTM's
deficiency claim do not pose an obstacle to Plan confirmation.
510's another objection to the Plan broadly raises theories of
collusion and bad faith. The focus of these accusations is against
FCC and TCTM but there is an undercurrent that vaguely references
that the OCC was aware of such conduct or tacitly promoted it.
510 presents no evidence to substantiate its theory. The grounds
underlying this objection appear to be an attempt to untimely
challenge the outcome and terms of the sale to TCTM. The APA and
procedures governing the sale process were available to 510. At the
sale hearing evidence involving the specifics of the auction
process, its results and proposed use of proceeds was supplied.
Based upon that evidence, the Court has previously determined that
the sale was at arm's length and no collusion was evident. 510
failed to object to the sale and did not appear at the hearing. The
order approving the sale is final and 510 cannot resurrect these
issues at this stage of the proceeding.
The bankruptcy case is in re: Fansteel Foundry Corporation, Debtor,
Case No. 16-01825-als11 (Bankr. S.D. Iowa).
A copy of the Court's Memorandum Decision dated Oct. 26, 2018 is
available at https://bit.ly/2QJY1PD from Leagle.com.
Fansteel Foundry Corporation, Debtor, represented by Jeffrey D.
Goetz --goetz.jeffrey@bradshawlaw.com --Justin E. Lavan --
lavan.justin@bradshawlaw.com
& Krystal R. Mikkilineni -- mikkilineni.krystal@bradshawlaw.com
United States Trustee, U.S. Trustee, represented by James L. Snyder
& L Ashley Zubal.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Douglas G. Leney, One Liberty Place, Stephen M.
Packman , One Liberty Place, Alan M. Root & Kristina M. Stanger.
About Fansteel Foundry
Headquartered in Creston, Iowa, Fansteel, Inc., operates four
business units at four locations in the USA and one in Mexico with
a workforce of more than 600 employees. Fansteel generated
approximately $87.4 million in revenue in 2015 on a consolidated
basis. Wellman Dynamics Corporation contributed 67% of Fansteel's
sales. The rest of the sales are generated from Intercast, a
division of Fansteel, and other non-debtor subsidiaries.
Fansteel, Wellman Dynamics and Wellman Dynamics Machinery &
Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case
Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. Jim
Mahoney, CEO, signed the petitions. The Debtors disclosed total
assets of $32.9 million and total debt of $41.97 million.
The cases are assigned to Judge Anita L. Shodeen.
The Debtors tapped Jeffrey D. Goetz, Esq., and Krystal R.
Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C.,
as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset
Partners, LLC, as business broker; and Mark J. Steger, Esq., at
the
Clark Hill Law Firm, as Environmental Counsel.
The Debtors filed motions to jointly administer the cases pursuant
to Bankruptcy Rule 1015(b), and the court ordered the joint
administration on Oct. 17, 2016. The court subsequently entered an
order on May 24, 2017, vacating its Oct. 17 order and
discontinuing
the joint administration of the cases under the lead case of
Fansteel.
On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors in Fansteel's bankruptcy
case. The committee retained Morris Anderson & Associates, Ltd.,
as financial advisor; and Archer & Greiner, P.C., and Nyemaster
Goode, P.C., as counsel.
In March 2017, the U.S. trustee announced that the unsecured
creditors' committee of Fansteel would no longer serve as the
official committee in its case and that it would be reconstituted
as the official committee of unsecured creditors in the Chapter 11
cases of Wellman Dynamics and Wellman Dynamics Machinery. As of
March 22, 2017, a new creditors' committee has not yet been
appointed in Fansteel's bankruptcy case.
Wellman Dynamics filed a Chapter 11 plan of reorganization and
disclosure statement on Jan. 11, 2017. On May 8, 2017, the
creditors' committee of Wellman Dynamics filed a rival Chapter 11
plan of liquidation for the company.
FERN HILL: Amends Provisions on Treatment of Unsecured Claims
-------------------------------------------------------------
Fern Hill Place Retail Association Inc. on Nov. 8 filed with the
U.S. Bankruptcy Court for the District of Minnesota a revised
Chapter 11 plan of reorganization, which contains additional
provisions on the treatment of general unsecured claims.
According to the revised plan, Fern Hill owes anywhere from
$180,000 (best case) to $1,036,990 (worst case) to unsecured
creditors based on the filed and scheduled claims.
Using the best case scenario, the company proposes to pay unsecured
creditors 25% of their allowed unsecured claims or $45,000. These
creditors will be paid $750 monthly for 60 months, with the first
payment due 30 days after the effective date of the plan.
In the event Fern Hill is not successful in the claims objection
process or in negotiations, general unsecured creditors will get
$259,247.50, payable at a rate of $4,320.79 per month for 60
months.
Meanwhile, each holder of an administrative expense claim will be
paid in full and in cash on the effective date.
The estimated amount of administrative expense claim owed to Fern
Hill's counsel Lamey Law Firm PA is $10,000. If a creditor
contests confirmation of the plan, the estimated amount will be
$17,500. Professional fees for litigation counsel will depend on
many factors but an estimate of the fees as of the confirmation
date will be in a range of $5,000 to $15,000, according to Fern
Hill's amended disclosure statement filed on Nov. 8.
A copy of the amended disclosure statement is available for free
at:
http://bankrupt.com/misc/mnb18-41722-70.pdf
About Fern Hill Place
Fern Hill Place Retail Association Inc. is a privately held company
in Minneapolis, MN, and is a single location business. Fern Hill
Place Retail Association filed for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 18-41722) on May 24,
2018, estimating under $1 million in assets and liabilities. The
Debtor tapped John D. Lamey, III, Esq., at Lamey Law Firm, P.A., as
its legal counsel.
FILBIN LAND: $8.3M Sale of Westley Property to Gawfco Approved
--------------------------------------------------------------
Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern
District of California has issued a supplemental order authorizing
Filbin Land & Cattle Co., Inc. to ask approval from Stanislaus
County and upon the County's approval to execute all documents and
to take all actions necessary or proper to implement the Lot Line
Adjustments designated as Application No PLN20l8-0109 and the
Certificate of Lot Line Adjustment filed with the County Recorder
as Doc. 2010-0068384-00, in connection with the sale of
approximately 10 acres located adjacent, including an operating
Shell gasoline station and a 27 mini-mart and a non-operating
restaurant, located at the Ingram Creek Road interchange of Highway
5 near Westley, California, to GAWFCO Enterprises, Inc. for $8.3
million.
At the Auction conducted by the Court on Aug. 30, 2018, the winning
bid for the Property was presented by Jasbir Tatla in the amount of
$8.35 million. The first back-up bidder was Gawfco, at $8.3
million, on terms substantially identical to the Purchase
Contract.
The sale that was the subject of the Purchase Contract was
expressly conditioned upon the approval of a Lot Line Adjustment
separating the Sale Property into a separate legal parcel. Filbin
DIP successfully prosecuted an Application for the requisite Lot
Line Adjustments. The legal description of the Sale Property
following consummation of the Lot Line Adjustment is presented in
Exhibit B. The title insurer has requested that Filbin DIP obtain
an Order explicitly authorizing it to ask both the instant lot line
adjustment and a lot line adjustment that had been prosecuted but
not consummated in 2010.
The Filbin DIP is authorized to approve the Assignment of the
Purchase Contract from Tatla to GAWFCO Enterprises, Inc. and the
further assignment of the ownership interest in the Sale Property
to the designees of Gawfco, specifically, Mohammed N. Ahmadi as to
a 52% undivided interest, Nader Ahmadi as to a 24% undivided
interest, and Nazem Ahmadi as to a 24% undivided interest, and
those designees be, and they are, approved as the Buyer of the Sale
Property. Tatla, the assignor, is authorized to receive from
Gawfco the $150,000 contemplated by the Assignment.
Notwithstanding these provisions, Filbin DIP is authorized to defer
requiring the Buyer to fund the entire purchase price and close
escrow until such time as this Order has been entered and title
insurance can be provided to the Buyer.
Upon the close of escrow, Filbin DIP is authorized to return to
Tatla his good faith deposit. Except as specifically provided in
the Order, the Prior Sale Order and the Assignments, the provisions
of the Purchase Contract remain in full force and effect.
The 14-day stay of enforcement provided by Federal Rule of
Bankruptcy Procedure 6004(h) is waived for cause.
About Filbin Land & Cattle Co.
Filbin Land & Cattle Co., Inc., is a privately-held company in
Patterson, California, engaged in the cattle business. It is a
merchant wholesaler of raw farm products.
Filbin Land & Cattle Co. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90030) on Jan. 17,
2018. In the petition signed by Jeffery Edward Arambel, president
and CEO, the Debtor estimated assets of $1 million to $10 million
and liabilities of $50 million to $100 million.
Judge Ronald H. Sargis presides over the case.
The Debtor tapped St. James Law P.C. as its bankruptcy counsel.
Arch & Beam Global, LLC, is the financial advisor.
FRANCIS MACHI, JR.: $150K Sale of Pittsburgh Parcel to Wylie Okayed
-------------------------------------------------------------------
Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western
District of Pennsylvania authorized Jeffrey J. Sikirica, Trustee
for Francis M. Machi, Jr., to sell the single parcel located at
5164 Butler Street, 10th Ward of the City of Pittsburgh, Allegheny
County, Pennsylvania, with a frame dwelling in the rear known as
5171 Dresden Way and identified as tax parcel 0080-C-00084-0000-00,
to Wylie Holding, LP or its assigns for $155,000.
A hearing on the Motion was held on Nov. 8, 2018 at 2:30 p.m.
The sale is free and divested of all liens and claims.
At the closing of the sale, the following will be paid:
a. No real estate transfer taxes will be paid as the sale is
exempt under 11 U.S.C. Section 1146(c) since the sale is being made
pursuant to a confirmed Chapter 11 Plan.
b. Real estate taxes for the school district, county and
Township, including all delinquent real estate taxes due at the
time of the closing with current real estate taxes prorated between
the Successful Bidder and the Debtor on the date of closing;
c. Municipal liens for sewage and water due at the time of
closing;
d. Howard Hamia Real Estate Services portion of the real
estate broker's commission requested nunc pro tunc in the amount of
3% of the gross selling price plus $395 is to be held in escrow by
the Chapter 11 Trustee pending further Order of the Court;
e. Normal miscellaneous closing costs related to
documentation, lien letters, etc.;
f. Payment to Mark Machi to satisfy his mortgage and judgment
lien in the estimated balance amount of $14,503;
g. If no agreement has been reached with the City of
Pittsburgh, the sum of $55,000 will be held in escrow by the Machi
Trustee pending distribution pursuant to further Order of Court;
and,
h. The balance of the proceeds will be distributed by the
Machi Trustee pursuant to terms and priority set forth in the
Chapter 11 Plan.
The sale is "as is, where is and with all faults" and with no
representations and/or warranties of any kind expressed or
implied.
The closing will occur on 30 Days after the date of the Order.
Pursuant to W.PA.LBR. 6004-1(c)(4), within seven calendar days of
the Closing Date, the Trustee will file a report of sale.
About Francis M. Machi, Jr.
Francis M. Machi, Jr. filed a voluntary petition for relief under
Chapter 13 of Title 11 of the United States Code. On Jan. 28,
2015, the Court converted the case to a case under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 14-23154).
On June 13, 2016, the Court appointed Jeffrey J. Sikirica as the
Chapter 11 Trustee in the Machi Bankruptcy.
On Jan. 30, 2018, the Court confirmed a Chapter 11 Plan.
FTI CONSULTING: Moody's Rates $316.25MM Sr. Unsec. Notes Ba2
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to FTI Consulting,
Inc.'s $316.25 million 2% senior unsecured convertible notes due
August 15, 2023. Concurrently, Moody's affirmed the company's Ba1
Corporate Family Rating, Ba1-PD Probability of Default Rating, and
SGL-1 Speculative Grade Liquidity rating. The Ba2 rating on the
senior unsecured notes due 2022 is unchanged and will be withdrawn
following confirmation of redemption. The ratings outlook is
stable.
The 2023 notes were issued in August and the company plans to use
the resulting build up in its balance sheet cash to redeem the
existing $300 million 6.0% senior unsecured notes due 2022 on or
after November 15, 2018 at a premium to par. The refinancing is
modestly credit positive because it will result in a $12 million
reduction in the annual cash interest burden. Pro forma for the
notes redemption, FTI Consulting's debt-to-EBITDA (Moody's
adjusted) is estimated at around 1.8x as of September 2018,
modestly lower than the company's 2.0x leverage when the ratings
were upgraded in August 2018.
The convertible notes are unguaranteed unsecured obligations of FTI
Consulting, Inc. and are subordinated to all liabilities of the
company and its subsidiaries, including the $550 million senior
secured revolving credit facility and unsecured liabilities such as
leases and payables. Prior to maturity, the notes may be converted
into FTI Consulting's common stock and/or settled in cash if the
company's common stock trades at or above $101.38. The agreement
also allows bond holders to put the notes to the company upon the
occurrence of certain fundamental events such as a change of
control or sale of all or substantially all assets of the company.
Because Moody's views the risk of such transactions occurring
without sufficient cash or replacement financing to fund the put to
be low, the liquidity risk created by the put is limited. The notes
are not callable by the company prior to the maturity date.
Moody's took the following ratings actions on FTI Consulting, Inc.:
Ratings assigned:
--- $316.25 million convertible senior notes due 2023, Ba2 (LGD5)
Ratings affirmed:
--- Corporate Family Rating, Ba1
--- Probability of Default Rating, Ba1-PD
--- Speculative Grade Liquidity, SGL-1
--- Ratings outlook, Stable
Ratings to be withdrawn at redemption:
--- $300 million senior unsecured notes due 2022, at Ba2 (LGD5)
RATINGS RATIONALE
The Ba1 CFR reflects Moody's expectation that the company will
maintain conservative financial policies and generate solid free
cash flow relative to its debt load, with free-cash-flow to debt
(Moody's adjusted) maintained above 30% over the next 12-18 months.
The rating is also supported by the company's well-recognized brand
and diversified practice areas including Corporate Finance &
Restructuring, Economic Consulting, Forensic and Litigation
Consulting, Strategic Communications and Technology businesses. A
majority of the company's business is event driven and demand for
its services can vary. As such, earnings can be volatile in the
short-term but Moody's expects the mix of counter-cyclical and
pro-cyclical services to provide some earnings stability through
economic cycles. FTI Consulting's good track record of deleveraging
through debt paydown, meaningful scale and the expectation that the
company will maintain debt-to-EBITDA at or below 2.5 times further
provide rating support.
FTI Consulting operates in highly competitive business segments.
The company's revenues and profitability are dependent on its key
revenue-producing employees and efficient utilization of
professionals. In recent years, rising employee compensation,
headcount growth, investments to diversify the business and a mix
shift to lower margin revenues have contributed to erosion in
EBITDA and margin.
The SGL-1 Speculative Graded Liquidity rating reflects Moody's view
that the company will maintain very good liquidity relative to its
funding requirements over the next 12-15 months. FTI Consulting's
liquidity sources consisted of $200 million of balance sheet cash
(pro-forma for the 2022 senior notes redemption), full availability
under its $550 million revolving credit facility through expiration
of the facility in June 2020 and projected annual free cash flow of
approximately $180 million. The senior secured revolving credit
facility requires the company to maintain compliance with a
consolidated total leverage test of 4.0x and consolidated interest
coverage ratio test of at least 3.0x. Moody's expects FTI
Consulting will continue to have ample cushion under these
covenants.
The stable ratings outlook reflects Moody's expectations that FTI
Consulting's EBITDA and margin will modestly improve over the next
12 months, debt-to-EBITDA (Moody's adjusted) will remain below 2.5
times and projected free cash flow-to-debt will approximate 30%
over this period. Moody's also assumes in the stable ratings
outlook that the company will proactively address the June 26, 2020
revolver expiration over the next 12 months.
FTI Consulting's ratings could be downgraded if the company
experiences a material decline in revenues, erosion in
profitability, or financial policies become more aggressive such
that Moody's believes that it is unlikely to sustain total
debt-to-EBITDA (Moody's adjusted) of less than 2.5 times and free
cash flow in excess of 15% of total debt (Moody's adjusted).
FTI Consulting's ratings could be considered for an upgrade if the
company significantly increases scale and business diversity while
demonstrating conservative financial policies and stronger growth
prospects. Specific metrics that could lead to higher ratings
include mid-to-high single digit organic revenue growth, mid-teen
operating margins, free-cash-to-debt (Moody's adjusted) in excess
of 20%, and adjusted debt-to-EBITDA maintained below 2.0 times on a
sustained basis.
FTI Consulting is a publicly-traded global business advisory firm
providing services through five business segments: Corporate
Finance & Restructuring; Forensic and Litigation Consulting;
Economic Consulting; Technology; and Strategic Communications. FTI
Consulting generated revenues of approximately $2.0 billion in the
last twelve months ended September 30, 2018.
FUSION CUSTOM: Iron Horse Auction of Operating Assets Approved
--------------------------------------------------------------
Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized Fusion Custom Trailers &
Motorcoaches, Inc.'s sale of certain of its operating assets by
public auction to be conducted by Iron Horse Auction Co., Inc.
The sale will be free and clear of all liens, claims, interests,
and encumbrances.
The Debtor is permitted to sell assets listed on the Auction
Agreement up to the start of the auction for 15% more than the
assets' orderly liquidation value. Should the Debtor do so, Iron
Horse may claim a 5% commission on the private sale.
As for the cash proceeds from the ordinary course sale of two
trailers currently being held in trust by the Debtor's attorneys
($24,150), with the consent of the parties, the Debtor is directed
to pay said funds to Cass County Bank in partial satisfaction of
its claim(s).
A copy of the Agreement and the list of assets to be sold attached
to the Motion is available for free at:
http://bankrupt.com/misc/Fusion_Custom_139_Sales.pdf
About Fusion Custom Trailers
Fusion Custom Trailers & Motorcoaches manufactures and services
custom built trailers, motor coaches, and truck conversions from
its leased premises in Salisbury, North Carolina. Its principal,
John E. Nicholson, is a resident of Mooresville, North Carolina,
and a debtor in that Chapter 13 bankruptcy proceeding currently
pending (Bankr. W.D.N.C. Case No. 18-50151).
Fusion Custom Trailers & Motorcoaches Inc. filed a Chapter 11
petition (Bankr. W.D.N.C. Case No. 18-30445) on March 20, 2018.
Fusion Custom Trailers is represented by:
Richard S. Wright, Esq.
Caleb Brown, Esq.
MOON WRIGHT & HOUSTON, PLLC
121 West Trade Street, Suite 1950
Charlotte, North Carolina 28202
Telephone: (704) 944-6560
GB SCIENCES: Incurs $10 Million Net Loss in Third Quarter
---------------------------------------------------------
GB Sciences, Inc., has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $10.03 million on $717,229 of sales revenue for the three months
ended Sept. 30, 2018, compared to a net loss of $3.17 million on
$291,035 of sales revenue for the three months ended Sept. 30,
2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $15.38 million on $2.03 million of sales revenue
compared to a net loss of $6.30 million on $360,135 of sales
revenue for the same period during the prior year.
As of Sept. 30, 2018, the Company had $30.40 million in total
assets, $8.39 million in total liabilities, and $22 million in
total equity.
GB Sciences stated, "The Company will need additional capital to
implement its strategies. There is no assurance that it will be
able to raise the amount of capital needed for future growth plans.
Even if financing is available, it may not be on terms that are
acceptable. If unable to raise the necessary capital at the times
required, the Company may have to materially change the business
plan, including delaying implementation of aspects of the business
plan or curtailing or abandoning the business plan. The Company
represents a speculative investment and investors may lose all of
their investment. In order to be able to achieve the strategic
goals, the Company needs to further expand its business and
financing activities. Based upon the cash position, it is
necessary to raise additional capital by the end of the next
quarter in order to continue to fund current operations. These
factors raise substantial doubt about the ability to continue as a
going concern.
"The Company is pursuing several alternatives to address this
situation, including the raising of additional funding through
equity or debt financings. In order to finance existing operations
and pay current liabilities over the next twelve months, the
Company will need to raise additional capital. No assurance can be
given that the Company will be able to operate profitably on a
consistent basis, or at all, in the future."
The principal sources of liquidity to date have been cash generated
from sales of debt and equity securities and loans.
At Sept. 30, 2018, cash was $2.9 million, other current assets
excluding cash were $3.2 million, and our working capital was $4.1
million. At the same time, current liabilities were approximately
$2.1 million and consisted principally of $0.4 million in accounts
payable, $0.4 million in accrued liabilities, and $1.1 million in
notes payable, net of $0.8 million in discounts. At March 31,
2018, the Company had a cash balance of $3.6 million, other current
assets excluding cash were $3.7 million and the Company's working
capital was $5.3 million. Current liabilities were approximately
$1.9 million, which consisted principally of and $0.4 million in
accounts payable, $0.5 million in accrued liabilities, and $1.1
million in notes payable, net of $5.0 million in discounts.
Net cash used in operating activities was $6.4 million for the six
months ended Sept. 30, 2018, as compared to net cash used of $5.3
million for the six months ended Sept. 30, 2017. The Company
anticipates that cash flows from operations may be insufficient to
fund business operations for the next twelve-month period.
Accordingly, the Company will have to generate additional liquidity
or cash flow to fund its current and anticipated operations. This
will likely require the sale of additional common stock or other
securities. There is no assurance that the Company will be able to
realize any significant proceeds from such sales, if at all.
During the six months ended Sept. 30, 2018 and 2017, the Company
used $8.2 million and $0.6 million, respectively, of cash in
investing activities. The cash used in investing activities during
the six months ended Sept. 30, 2018 and 2017 was primarily for the
purchase of property and equipment.
During the six months ended Sept. 30, 2018 and 2017, cash flows
from financing activities totaled $14.0 million and $4.2 million,
respectively. Cash flows from financing activities for the six
months ended Sept. 30, 2018, related primarily to $4.4 million in
proceeds from the issuance of common stock in a private placement,
$3.9 million in proceeds from warrant exercises, and $6.7 million
in proceeds from non-controlling interests. Cash flows from
financing activities for the six months ended Sept. 30, 2017
related primarily to $4.1 million in proceeds from the issuance of
convertible notes.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/86XRDk
About GB Sciences
Las Vegas, Nevada-based GB Sciences, Inc., formerly Growblox
Sciences, Inc., is developing and utilizing state of the art
technologies in plant biology, cultivation and extraction
techniques, combined with biotechnology, and plans to produce
consistent and measurable medical-grade cannabis, cannabis
concentrates and cannabinoid therapies. The Company seeks to be an
innovative technology and solution company that converts the
cannabis plant into medicines, therapies and treatments for a
variety of ailments.
GB Sciences reported a net loss of $23.16 million for the 12 months
ended March 31, 2018, compared to a net loss of $10.08 million for
the 12 months ended March 31, 2017. As of June 30, 2018, the
Company had $28.26 million in total assets, $8.37 million in total
liabilities and $19.88 million in total equity.
Soles, Heyn & Company, LLP's audit opinion included in the
company's Annual Report on Form 10-K for the year ended March 31,
2018 contains a going concern explanatory paragraph stating that
the Company had accumulated losses of approximately $58,230,000,
has generated limited revenue, and may experience losses in the
near term. These factors and the need for additional financing in
order for the Company to meet its business plan, raise substantial
doubt about its ability to continue as a going concern.
GIGA WATT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Giga Watt Inc.
1250 N Wenatchee Ave., Suite H #147
Wenatchee, WA 98801
Business Description: Giga Watt Inc. is a cryptocurrency mining
services provider based in East Wenatchee,
Washington. The Company describes itself as
"the world's first full-service specialized
compute power provider" offering a full
range of compute services from equipment
sales, maintenance and repairs to private
servicing.
Chapter 11 Petition Date: November 19, 2018
Court: United States Bankruptcy Court
Eastern District of Washington (Spokane/Yakima)
Case No.: 18-03197
Judge: Hon. Frederick P. Corbit
Debtor's Counsel: Timothy R. Fischer, Esq.
WINSTON & CASHATT, LAWYERS
601 W. Riverside Avenue, Suite 1900
Spokane, WA 99201
Tel: (509) 838-6131
Fax: (509) 838-1416
E-mail: trf@winstoncashatt.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Andrey Kuzenny, secretary.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/waeb18-03197_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/waeb18-03197.pdf
GLOBAL HEALTHCARE: Delays Third Quarter Form 10-Q
-------------------------------------------------
Global Healthcare REIT, Inc. said in a Form 12b-25 filed with the
Securities and Exchange Commission it was unable to file its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2018,
within the prescribed time period because the Company has not
completed the preparation of its unaudited financial statements for
the fiscal quarter.
About Global Healthcare
Greenwood Village, Colorado-based Global Healthcare REIT, Inc.,
acquires, develops, leases, manages and disposes of healthcare real
estate, and provides financing to healthcare providers. As of Dec.
31, 2017, the Company owned nine healthcare properties which are
leased to third-party operators under triple-net operating terms.
Global Healthcare incurred a net loss of $3 million for the year
ended Dec. 31, 2017, compared to a net loss of $1.29 million for
the year ended Dec. 31, 2016. As of June 30, 2018, the Company had
$38.19 million in total assets, $36.45 million in total liabilities
and $1.74 million in total equity.
MaloneBailey, LLP's audit opinion included in the company's annual
report on Form 10-K for the year ended Dec. 31, 2017, contains a
going concern explanatory paragraph stating that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
GLYECO INC: Q3 Results Impacted by Plant Production Shutdown
------------------------------------------------------------
GlyEco, Inc.,reported financial results for the quarter and nine
months ended Sept. 30, 2018.
The Company reported total revenues decreased by $389,000 or 12%,
from $3,285,000 for the quarter ended Sept. 30, 2017 to $2,896,000
for the quarter ended Sept. 30, 2018. Consumer revenues decreased
by $58,000 or 4%, from $1,456,000 for the quarter ended Sept. 30,
2017 to $1,398,000 for the quarter ended Sept. 30, 2018. The
Consumer Segment remained focused on operational improvements and
expense management during the quarter while deemphasizing retail
sales growth. Industrial revenues decreased by $286,000 or 14%,
from $2,077,000 for the quarter ended Sept. 30, 2017 to $1,791,000
for the quarter ended Sept. 30, 2018. During early August, the
Company experienced an environmental issue related to the
processing of feedstock at its Institute, WV facility, which
resulted in the Company shutting down production at the facility.
The issue was resolved with regulatory agencies, the landlord and
site services provider, and feedstock suppliers during September
and the net impact was 3-weeks of missed production at the
facility. This impacted top-line revenue and gross margin for the
quarter.
The Company reported total gross profit decreased from $408,000,
representing a 12% gross margin, for the quarter ended September
30, 2017 to $163,000, representing a 6% gross margin, for the
quarter ended Sept. 30, 2018. Consumer gross profit decreased from
$149,000, representing a 10% gross margin, for the quarter ended
Sept. 30, 2017 to negative ($49,000), representing a negative (4%)
gross margin, for the quarter ended Sept. 30, 2018. The Consumer
gross profit was impacted by a decline in revenues as well as
higher production costs due to total feedstock costs, including
shipping costs, and certain non-recurring costs to improve
long-term operations, including regulatory compliance expenses and
facility improvements. Industrial gross profit decreased from
$259,000, representing a 12% gross margin, for the quarter ended
Sept. 30, 2017 to $213,000, representing a 12% gross margin, for
the quarter ended Sept. 30, 2018. Industrial gross profit was
impacted by decreased sales volume and a slight decrease in overall
sales price.
The Company reported operating expenses decreased from $2,163,000,
representing a 66% operating expense ratio for the quarter ended
Sept. 30, 2017, to $1,268,000, representing a 44% expense ratio for
the quarter ended Sept. 30, 2018. On a sequential basis, operating
expenses decreased for the third consecutive quarter compared to
$1,326,00 for the quarter ended June 30, 2018, $1,643,000 for the
quarter ended March 31, 2018, and $1,594,000 for the quarter ended
Dec. 31, 2017. The Company expects that operating expenses will
continue to decline incrementally over the coming quarters as
significant non-recurring projects are completed, and the Company
continues to refine its operations, including staff reductions and
efficiencies from integrating its business segments.
The Company reported an operating loss of $1,104,000 for the
quarter ended Sept. 30, 2018, compared to a $1,755,000 operating
loss for the quarter ended Sept. 30, 2017.
The Company reported a net loss of $1,338,000 for the quarter ended
Sept. 30, 2018, compared to a net loss of $2,057,000 for the
quarter ended Sept. 30, 2017.
The Company reported adjusted EBITDA of $(714,000) for the quarter
ended Sept. 30, 2018, compared to $(586,000) for the quarter ended
Sept. 30, 2017.
Nine Months of 2018 Financial Review
The Company reported total revenues increased by $871,000 or 10%,
from $8,493,000 for the nine months ended Sept. 30, 2017 to
$9,364,000 for the nine months ended Sept. 30, 2018. Consumer
revenues decreased by $156,000 or 3%, from $4,702,000 for the nine
months ended Sept. 30, 2017 to $4,546,000 for the nine months ended
Sept. 30, 2018. Industrial revenues increased $1,051,000 or 23%,
from $4,626,000 for the nine months ended Sept. 30, 2017 to
$5,677,000 for the nine months ended Sept. 30, 2018. Sales growth
was significant in the Industrial Segment on a year over year basis
and the Company expects continued growth in the coming quarters led
by the Industrial Segment.
The Company reported total gross profit increased from $1,025,000,
representing a 12% gross margin, for the nine months ended
Sept. 30, 2017 to $1,110,000, representing a 12% gross margin, for
the nine months ended Sept. 30, 2018. Consumer gross profit
decreased from $609,000, representing a 13% gross margin, for the
nine months ended Sept. 30, 2017 to $32,000, representing a 1%
gross margin, for the nine months ended Sept. 30, 2018. The
Consumer gross profit was impacted by a decline in revenues as well
as higher production costs due to total feedstock costs, including
shipping costs, and non-recurring costs to improve long-term
operations, including severance, regulatory compliance expenses and
facility improvements. Industrial gross profit increased from
$416,000, representing a 9% gross margin, for the nine months ended
Sept. 30, 2017 to $1,077,000, representing a 19% gross margin, for
the nine months ended September 30, 2018. Industrial gross profit
was impacted by increased sales volume and a more profitable mix of
business as well as scaling production at the Institute, West
Virginia facility which remains well below its operational
capacity.
The Company reported operating expenses decreased from $4,370,000,
representing a 51% operating expense ratio for the nine months
ended Sept. 30, 2017, to $4,237,000, representing a 45% expense
ratio for the nine months ended Sept. 30, 2018. The Company
expects that operating expenses will continue to decline
incrementally over the coming quarters as significant non-recurring
projects are completed, and the Company continues to refine our
operations, including staff reductions and efficiencies from
integrating its business segments.
The Company reported an operating loss of $3,127,000 for the nine
months ended Sept. 30, 2018, compared to a $3,345,000 operating
loss for the nine months ended Sept. 30, 2017.
The Company reported a net loss of $3,709,000 for the nine months
ended Sept. 30, 2018, compared to a net loss of $4,068,000 for the
nine months ended Sept. 30, 2017.
The Company reported adjusted EBITDA of $(1,939,000) for the nine
months ended Sept. 30, 2018, compared to $(1,447,000) for the nine
months ended Sept. 30, 2017.
Business Update
The antifreeze blending project at the facility in Institute, WV
was completed, with the first customer delivery made in early
November. The new facility provides the Company with capacity to
blend up to 6 million gallons of finished antifreeze per year and
facilitates large strategic partnerships for the future. The
blending facility is directly supplied by its WV ethylene glycol
plant and WEBA subsidiary allowing for full vertical-integration in
antifreeze production. By moving the Company's raw ethylene glycol
downstream to blended products, like antifreeze, it can generate
higher margins and mitigate the effect of price volatility in the
ethylene glycol market.
"Our newly-realigned management team conducted a full strategic
review during the quarter, reassessing the competitive advantages
of the company and setting a go-forward strategy to best utilize
our vertically-integrated production assets. A renewed focus on
the production of raw materials at our West Virginia plant and the
production of finished antifreeze at our recently-completed
blending facility will drive growth and efficiencies in the months
to come," said Mr. Geib, the Company's recently appointed president
and chief executive officer.
A full-text copy of the press release is available at:
https://is.gd/HFh1GP
About GlyEco, Inc.
GlyEco, Inc. -- http://www.glyeco.com/-- is a developer,
manufacturer and distributor of performance fluids for the
automotive, commercial and industrial markets. The Company
specializes in coolants, additives and complementary fluids. The
Company's network of facilities, develop, manufacture and
distribute products including a wide spectrum of ready to use
anti-freezes and additive packages for the antifreeze/coolant, gas
patch coolants and heat transfer fluid industries, throughout North
America. The Company is headquartered in Rock Hill, South
Carolina, and operates six facilities in the U.S.
Glyeco incurred a net loss of $5.18 million for the year ended Dec.
31, 2017, compared to a net loss of $2.26 million for the year
ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.09
million in total assets, $11.28 million in total liabilities, and
$806,467 in total stockholders' equity.
In its report dated April 2, 2018 with respect to the Company's
consolidated financial statements for the years ended Dec. 31, 2017
and 2016, KMJ Corbin & Company LLP, the Company's independent
registered public accounting firm, expressed substantial doubt
about the Company's ability to continue as a going concern as a
result of its recurring losses from operations and its dependence
on our ability to raise capital, among other factors. As of Sept.
30, 2018, the Company has yet to achieve profitable operations and
is dependent on its ability to raise capital from stockholders or
other sources to sustain operations and to ultimately achieve
profitable operations. These factors continue to raise substantial
doubt about the Company's ability to continue as a going concern
for at least one year from Nov. 14, 2018.
GNC HOLDINGS: Issues Initial 100,000 Preferred Shares to Hayao
--------------------------------------------------------------
GNC Holdings, Inc., and Hayao consummated on Nov. 8, 2018, the
initial issuance pursuant to the terms of the Securities Purchase
Agreement entered into by and between the Company and Harbin
Pharmaceutical Group Holdings Co., Ltd., pursuant to which the
Company agreed to issue and sell to the Investor, and the Investor
agreed to purchase from the Company, 299,950 shares of a newly
created series of convertible preferred stock of the Company,
designed the "Series A Convertible Preferred Stock", for a purchase
price of $1,000 per share, or an aggregate of approximately $300
million.
The Convertible Preferred Stock is convertible into shares of the
common stock of the Company at an initial conversion price of $5.35
per share, subject to customary anti-dilution adjustments.
Pursuant to the terms of the Securities Purchase Agreement, the
Investor assigned its interest in the Securities Purchase Agreement
to Harbin Pharmaceutical Group Co., Ltd., a company incorporated in
the People's Republic of China ("Hayao").
In connection with the Initial Issuance and in order to set forth
the rights and obligations of Hayao upon the Initial Issuance, the
Company and Hayao entered into a Stockholders Agreement, dated as
of Nov. 8, 2018. In addition, also in connection with the Initial
Issuance, the Company and Hayao entered into a Registration Rights
Agreement, dated as of Nov. 8, 2018.
On Nov. 7, 2018, the Company and Hayao entered into an Amendment to
the Securities Purchase Agreement, pursuant to which the Company
and Hayao agreed, among other things, to complete the Securities
Purchase as follows: (i) 100,000 shares of Preferred Stock will be
issued on Nov. 9, 2018 (or at such other time or date as may be
mutually agreed among the parties) for a total purchase price of
$100,000,000, (ii) 50,000 shares of Preferred Stock will be issued
on Dec. 28, 2018 for a total purchase price of $50,000,000 and
(iii) 149,950 shares of Preferred Stock will be issued on Feb. 13,
2019 for a total purchase price of $149,950,000.
Chinese Joint Venture
On Nov. 7, 2018, in connection with and pursuant to the Securities
Purchase Agreement, the Company entered into a Master
Reorganization and Subscription Agreement, by and among the
Company, GNC China Holdco, LLC, a Delaware corporation, GNC Hong
Kong Limited, a company established under the laws of Hong Kong,
GNC (Shanghai) Trading Co., Ltd., a company incorporated in the
People's Republic of China, Hayao, and Harbin Pharmaceutical Hong
Kong II Limited, a company established under the laws of Hong
Kong.
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty health, wellness and performance retailer. GNC connects
customers to their best selves by offering an assortment of health,
wellness and performance products, including protein, performance
supplements, weight management supplements, vitamins, herbs and
greens, wellness supplements, health and beauty, food and drink and
other general merchandise. This assortment features proprietary
GNC and nationally recognized third-party brands. GNC's
diversified, multi-channel business model generates revenue from
product sales through company-owned retail stores, domestic and
international franchise activities, third-party contract
manufacturing, e-commerce and corporate partnerships. As of Sept.
30, 2018, GNC had approximately 8,500 locations, of which
approximately 6,400 retail locations are in the United States
(including approximately 2,200 Rite Aid franchise
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings incurred a net loss of $148.9 million in 2017 and a
net loss of $286.3 million in 2016. As of Sept. 30, 2018, the
Company had $1.47 billion in total assets, $1.65 billion in total
liabilities and a total stockholders' deficit of $170.68 million.
* * *
As reported by the TCR on Nov. 15, 2018, S&P Global Ratings
affirmed its 'CCC+' issuer credit rating on Pittsburgh-based
vitamin and supplement retailer GNC Holdings Inc. and removed all
of its ratings on the company from CreditWatch, where S&P placed
them with negative implications on Feb. 14, 2018. "The affirmation
reflects our belief that GNC's capital structure remains
unsustainable over the long term in light of its current operating
performance, including its cash flow generation, because of
increased competitive threats amid the ongoing secular changes in
the retail industry.
GOGO INC: Prices $215 Million Convertible Senior Notes Offering
---------------------------------------------------------------
Gogo Inc. announced the pricing of $215 million aggregate principal
amount of convertible senior notes due 2022, of which $13 million
aggregate principal amount of notes will be issued directly by Gogo
in separate, concurrent private placements to entities affiliated
with Gogo's chief executive officer and to J. Wood Capital Advisors
LLC, Gogo's financial advisor. The private placement will be
contingent on the closing of the notes offering, but the offering
of notes outside of the private placement is not contingent on the
closing of the private placement. The notes are being offered and
sold to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended. The notes will bear
interest at a rate of 6.00% per year, payable semiannually in
arrears on May 15 and November 15 of each year, beginning on May
15, 2019. In certain circumstances prior to Jan. 15, 2022 and
thereafter at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date, the
notes may be converted at an initial conversion price of
approximately $6.00 per share of Gogo's common stock, representing
approximately a 20% conversion premium over the closing price of
$5.00 per share on The NASDAQ Global Select Market on Nov. 16,
2018. Upon conversion, the notes will be settled, at Gogo's
election, in shares of Gogo's common stock, cash or a combination
of cash and shares of Gogo's common stock. Gogo may not redeem the
notes prior to maturity. Gogo granted the initial purchasers of
the notes an option to purchase, within a 13-day period from, and
including, the date of original issuance of the notes, up to an
additional $32.25 million aggregate principal amount of the notes.
Gogo expects to close the offering on or about Nov. 21, 2018,
subject to the satisfaction of various customary closing
conditions.
Gogo estimates that the net proceeds from the offering of the
notes, after deducting the initial purchasers' discount and
estimated offering expenses payable by Gogo, will be approximately
$195 million (or $226 million if the initial purchasers exercise
their option to purchase additional notes in full). Gogo intends
to use a portion of the net proceeds from the sale of the notes and
the sale of any additional notes pursuant to the exercise by the
initial purchasers of their option to purchase additional notes, if
any, together with proceeds of the private placement, to repurchase
approximately $202 million aggregate principal amount of its
currently outstanding 3.75% Convertible Senior Notes due 2020,
including pursuant to privately negotiated agreements with a
limited number of current holders of such existing convertible
notes, including affiliates of its chief executive officer. Gogo
intends to reserve the remaining net proceeds, if any, from the
sale of the notes, the sale of any additional notes and the private
placement to fund a portion of future interest payments on the
notes.
Any repurchase of Gogo's existing convertible notes could affect
the market price of Gogo's common stock. Gogo also expects that
holders of the existing convertible notes that sell their existing
convertible notes to Gogo may enter into and/or unwind various
derivative transactions with respect to shares of Gogo's common
stock and/or purchase or sell shares of Gogo's common stock in the
market to hedge their exposure in connection with these
transactions. In particular, Gogo expects that certain of the
holders with whom Gogo negotiates the repurchase of the existing
convertible notes employ a convertible arbitrage strategy with
respect to the existing convertible notes and have a short position
with respect to Gogo's common stock that they would close, through
the entry into and/or unwinding of various derivative transactions
with respect to shares of Gogo's common stock (which may include
privately negotiated derivatives transactions with the forward
counterparties and/or their respective affiliates) and/or purchases
of Gogo's common stock or other securities of Gogo's (including the
notes offered hereby, in which case such a holder that employs a
convertible arbitrage strategy may additionally sell shares of
Gogo's common stock in connection with such transactions and/or
enter into privately negotiated derivative transactions with the
forward counterparties and/or their respective affiliates), in
connection with Gogo's repurchase of their existing convertible
notes. This activity could increase (or reduce the size of any
decrease in) the market price of Gogo's common stock or the notes
at that time (and any such sale activity could decrease (or reduce
the size of any increase in) the market price of Gogo's common
stock or the notes at that time).
In March 2015, in connection with the issuance of the existing
convertible notes, Gogo entered into forward stock purchase
transactions with the forward counterparties. In connection with
the pricing of the notes and any repurchase of the existing
convertible notes, Gogo may amend the terms of the forward stock
purchase transactions to, among other amendments, extend the
maturity of the forward stock purchase transactions with respect to
a portion of the shares of Gogo's common stock to be repurchased
thereunder. Gogo does not intend for any such amendments to change
the total number of shares of its common stock that it will
ultimately purchase under the forward stock purchase transactions
in accordance with its terms. Under the terms of the forward stock
purchase transactions, after giving effect to any such amendments,
the forward counterparties would be obligated to deliver to Gogo a
portion of the shares of Gogo's common stock to be repurchased
thereunder in settlement of those transactions scheduled to mature
on the last day of the 50 trading day period commencing on, and
including, the 42nd scheduled trading day immediately preceding
March 1, 2020 and a portion of the shares of Gogo's common stock to
be repurchased thereunder in settlement of those transactions
scheduled to mature on the last day of the 90 trading day period
commencing on, and including, the 81st scheduled trading day
immediately preceding May 15, 2022, in each case, subject to the
terms of the forward stock purchase transactions and the ability of
each forward counterparty to elect to settle all or a portion of
its forward stock purchase transaction early.
The forward stock purchase transactions are generally expected to
facilitate privately negotiated derivative transactions, including
swaps, between the forward counterparties and/or their respective
affiliates and investors in the notes and/or Gogo's existing
convertible notes relating to shares of Gogo's common stock by
which investors in the notes and/or the existing convertible notes
will establish short positions relating to shares of Gogo's common
stock and otherwise hedge their investments in the notes and/or
their investments in the existing convertible notes, as applicable.
The forward counterparties and/or their respective affiliates
generally expect to, but are not required to, enter into privately
negotiated derivative transactions with investors in the notes at
the pricing of the notes.
Gogo's modifications of the forward stock purchase transactions
with the forward counterparties, if it and the applicable forward
country decide to make such modifications, as applicable, and the
entry by the forward counterparties into derivative transactions in
respect of shares of Gogo's common stock with the purchasers of the
notes could have the effect of increasing, or reducing the size of
any decrease in, the price of Gogo's common stock concurrently
with, or shortly after, the pricing of the notes.
Neither Gogo nor the forward counterparties will control how such
investors may use such derivative transactions. In addition, such
investors may enter into other transactions relating to Gogo’s
common stock or the notes in connection with or in addition to such
derivative transactions, including the purchase or sale of shares
of Gogo's common stock. As a result, the existence of the forward
stock purchase transactions, such derivative transactions and any
related market activity could cause more purchases or sales of
shares of Gogo's common stock over the term of the forward stock
purchase transactions than there otherwise would have been had Gogo
not entered into the forward stock purchase transactions. Those
purchases or sales could potentially increase (or reduce the size
of any decrease in) or decrease (or reduce the size of any increase
in) the market price of Gogo's common stock and/or the trading
price for the notes.
In addition, the forward counterparties (or their respective
affiliates) are likely to modify their hedge positions in respect
of the forward stock purchase transactions by entering into or
unwinding various derivative transactions with respect to shares of
Gogo's common stock and/or by purchasing shares of common stock or
other securities of Gogo's in secondary market transactions
following the pricing of the notes and prior to maturity of the
forward stock purchase transactions (and are likely to do so in
connection with any amendments that Gogo decides to make to the
terms of the forward stock purchase transactions as described
above, during the final valuation period or periods, as applicable,
under the forward stock purchase transactions, on or around the
maturity of the existing convertible notes that Gogo does not
repurchase prior to their maturity and on or around any election by
a forward counterparty to settle all of a portion of its forward
stock purchase transaction early in connection with Gogo's
repurchase of the existing convertible notes and/or the notes, as
applicable, prior to their maturity or otherwise).
The effect, if any, of any of these transactions and activities on
the market price of Gogo's common stock or the notes will depend in
part on market conditions and cannot be ascertained at this time,
but any of these activities could adversely affect the value of
Gogo's common stock, which could affect the value of the notes and
the value of the shares of common stock, if any, investors receive
upon conversion of the notes and investors' ability to convert the
notes.
In addition, in connection with any repurchase of Gogo's existing
convertible notes, any forward counterparty may elect to settle a
portion of its forward stock purchase transaction early in
accordance with its terms, which would result in a delivery of the
applicable number of shares of Gogo's common stock to Gogo earlier
than the applicable maturity date. In addition, Gogo may request
that any forward counterparty modify the settlement terms of its
forward stock purchase transaction to provide that, in lieu of the
delivery of the applicable number of shares of Gogo's common stock
to Gogo to settle a portion of its forward stock purchase
transaction in accordance with its terms, such forward counterparty
would pay to Gogo the net proceeds from the sale by such forward
counterparty (or its affiliate) of a corresponding number of shares
of Gogo's common stock in a registered offering (which may include
block sales, sales on the NASDAQ Global Select Market, sales in the
over-the-counter market, sales pursuant to negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at
negotiated prices). Any such sales could potentially decrease (or
reduce the size of any increase in) the market price of Gogo's
common stock and/or the trading price for the notes. The forward
counterparties are not required to effect any such settlement in
cash in lieu of delivery of shares of Gogo's common stock and, if
Gogo requests for any forward counterparty to effect any such
settlement, it will be entered into in the discretion of the
applicable forward counterparty on such terms as Gogo may agree
with such forward counterparty at the time. Gogo may enter into
further agreements with the forward counterparties to terminate
and/or otherwise modify any remaining portion of the forward stock
purchase transactions in connection with any future repurchase of
Gogo's existing convertible notes.
The notes and any shares of Gogo's common stock issuable upon
conversion of the notes have not been and will not be registered
under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
About Gogo
Gogo Inc. -- http://www.gogoair.com/-- is a global provider of
broadband connectivity products and services for aviation. The
company designs and sources innovative network solutions that
connect aircraft to the Internet, and develop software and
platforms that enable customizable solutions for and by its
aviation partners. Gogo's products and services can be found on
thousands of aircraft operated by the leading global commercial
airlines and thousands of private aircraft, including those of the
largest fractional ownership operators. Gogo is headquartered in
Chicago, Illinois with additional facilities in Broomfield, CO and
locations across the globe.
Gogo incurred net losses of $171.99 million in 2017, $124.50
million in 2016 and $107.61 million in 2015. As of Sept. 30, 2018,
the Company had $1.24 billion in total assets, $1.50 billion in
total liabilities and a total stockholders' deficit of $261.28
million.
* * *
In May 2018, Moody's Investors Service downgraded Gogo Inc.'s
(Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'.
According to Moody's, Gogo's 'Caa1' CFR reflects its small scale,
competitive operating environment, low margins, high leverage
(12.9x Moody's adjusted at year end 2017), and the expectation of
negative free cash flow into at least 2019 as the company heavily
invests in the rollout of in-flight connectivity technology to
additional carriers outside the North American market, where it
currently benefits from critical mass in the commercial aviation
segment and a dominant position in business aviation.
As reported by the TCR on May 8, 2018, S&P Global Ratings lowered
its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+'
from 'B-'. "The downgrade reflects our expectation that previously
announced equipment issues will weigh on operating and financial
performance in 2018, which we expect will have a carry-over effect
on the company's growth in 2019. As a result, we believe there
could be a liquidity shortfall in the second half of 2019 absent
improvements in operating performance and planned cost saving
initiatives," S&P said.
GOGO INC: Will Offer $200 Million of Convertible Senior Notes
-------------------------------------------------------------
Gogo Inc. said it intends to offer $200 million aggregate principal
amount of convertible senior notes due 2022, of which $13 million
aggregate principal amount of notes is being issued directly by
Gogo in a separate concurrent private placement to its chief
executive officer and J. Wood Capital Advisors LLC, Gogo's
financial advisor, subject to market and other conditions. The
notes are being offered and sold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended.
Gogo also expects to grant the initial purchasers of the notes an
option to purchase, within a 13-day period from, and including, the
date of original issuance of the notes, up to an additional $30.0
million aggregate principal amount of the notes. The notes will be
convertible prior to Jan. 15, 2022 only under certain circumstances
and thereafter at any time. Upon conversion, the notes will be
settled at Gogo's election, in shares of Gogo's common stock, cash
or a combination of cash and shares of Gogo's common stock.
Gogo intends to use a portion of the net proceeds from the sale of
the notes and the sale of any additional notes pursuant to the
exercise by the initial purchasers of their option to purchase
additional notes, if any, together with proceeds of the private
placement, to repurchase approximately $200 million aggregate
principal amount of its currently outstanding 3.75% Convertible
Senior Notes due 2020, including pursuant to privately negotiated
agreements with a limited number of current holders of such
existing convertible notes, including affiliates of its chief
executive officer. Gogo also intends to reserve the remaining net
proceeds from the sale of the notes to fund a portion of future
interest payments on the notes.
Any repurchase of Gogo's existing convertible notes could affect
the market price of Gogo's common stock. Gogo also expects that
holders of the existing convertible notes that sell their existing
convertible notes to Gogo may enter into and/or unwind various
derivative transactions with respect to shares of Gogo's common
stock and/or purchase or sell shares of Gogo's common stock in the
market to hedge their exposure in connection with these
transactions. In particular, Gogo expects that certain of the
holders with whom Gogo negotiates the repurchase of the existing
convertible notes employ a convertible arbitrage strategy with
respect to the existing convertible notes and have a short position
with respect to Gogo's common stock that they would close, through
the entry into and/or unwinding of various derivative transactions
with respect to shares of Gogo's common stock (which may include
privately negotiated derivatives transactions with the forward
counterparties and/or their respective affiliates) and/or purchases
of Gogo's common stock or other securities of Gogo's (including the
notes offered hereby, in which case such a holder that employs a
convertible arbitrage strategy may additionally sell shares of
Gogo's common stock in connection with such transactions and/or
enter into privately negotiated derivative transactions with the
forward counterparties and/or their respective affiliates), in
connection with Gogo's repurchase of their existing convertible
notes. This activity could increase (or reduce the size of any
decrease in) the market price of Gogo's common stock or the notes
at that time (and any such sale activity could decrease (or reduce
the size of any increase in) the market price of Gogo's common
stock or the notes at that time).
The conversion price, interest rate and certain other terms of the
notes will be determined by negotiations between Gogo and the
initial purchasers. The notes will mature in 2022, unless
repurchased, redeemed or converted in accordance with their terms
prior to maturity. Prior to Jan. 15, 2022, the notes will be
convertible only upon satisfaction of certain conditions and during
certain periods, and thereafter, at any time until the close of
business on the second scheduled trading day immediately preceding
the maturity date. Upon conversion, the notes may be settled in
shares of Gogo's common stock, cash or a combination of cash and
shares of Gogo's common stock, at Gogo's election.
In March 2015, in connection with the issuance of the existing
convertible notes, Gogo entered into forward stock purchase
transactions with the forward counterparties. In connection with
the pricing of the notes and any repurchase of the existing
convertible notes, Gogo may amend the terms of the forward stock
purchase transactions to, among other amendments, extend the
maturity of the forward stock purchase transactions with respect to
a portion of the shares of Gogo's common stock to be repurchased
thereunder. Gogo does not intend for any such amendments to change
the total number of shares of its common stock that it will
ultimately purchase under the forward stock purchase transactions
in accordance with its terms. Under the terms of the forward stock
purchase transactions, after giving effect to any such amendments,
the forward counterparties would be obligated to deliver to Gogo a
portion of the shares of Gogo's common stock to be repurchased
thereunder in settlement of those transactions scheduled to mature
on the last day of the 50 trading day period commencing on, and
including, the 42nd scheduled trading day immediately preceding
March 1, 2020 and a portion of the shares of Gogo's common stock to
be repurchased thereunder in settlement of those transactions
scheduled to mature on the last day of the 90 trading day period
commencing on, and including, the 81st scheduled trading day
immediately preceding May 15, 2022, in each case, subject to the
terms of the forward stock purchase transactions and the ability of
each forward counterparty to elect to settle all or a portion of
its forward stock purchase transaction early.
The forward stock purchase transactions are generally expected to
facilitate privately negotiated derivative transactions, including
swaps, between the forward counterparties and/or their respective
affiliates and investors in the notes and/or Gogo's existing
convertible notes relating to shares of Gogo's common stock by
which investors in the notes and/or the existing convertible notes
will establish short positions relating to shares of Gogos common
stock and otherwise hedge their investments in the notes and/or
their investments in the existing convertible notes, as applicable.
The forward counterparties and/or their respective affiliates
generally expect to, but are not required to, enter into privately
negotiated derivative transactions with investors in the notes at
the pricing of the notes.
Gogo's modifications of the forward stock purchase transactions
with the forward counterparties, if it and the applicable forward
counterparty decide to make such modifications, as applicable, and
the entry by the forward counterparties into derivative
transactions in respect of shares of Gogo's common stock with the
purchasers of the notes could have the effect of increasing, or
reducing the size of any decrease in, the price of Gogo's common
stock concurrently with, or shortly after, the pricing of the
notes.
Neither Gogo nor the forward counterparties will control how those
investors may use such derivative transactions. In addition, such
investors may enter into other transactions relating to Gogo's
common stock or the notes in connection with or in addition to such
derivative transactions, including the purchase or sale of shares
of Gogo's common stock. As a result, the existence of the forward
stock purchase transactions, such derivative transactions and any
related market activity could cause more purchases or sales of
shares of Gogo's common stock over the term of the forward stock
purchase transactions than there otherwise would have been had Gogo
not entered into the forward stock purchase transactions. Such
purchases or sales could potentially increase (or reduce the size
of any decrease in) or decrease (or reduce the size of any increase
in) the market price of Gogo's common stock and/or the trading
price for the notes.
In addition, the forward counterparties (or their respective
affiliates) are likely to modify their hedge positions in respect
of the forward stock purchase transactions by entering into or
unwinding various derivative transactions with respect to shares of
Gogo's common stock and/or by purchasing shares of common stock or
other securities of Gogo's in secondary market transactions
following the pricing of the notes and prior to maturity of the
forward stock purchase transactions (and are likely to do so in
connection with any amendments that Gogo decides to make to the
terms of the forward stock purchase transactions as described
above, during the final valuation period or periods, as applicable,
under the forward stock purchase transactions, on or around the
maturity of the existing convertible notes that Gogo does not
repurchase prior to their maturity and on or around any election by
a forward counterparty to settle all of a portion of its forward
stock purchase transaction early in connection with Gogo's
repurchase of the existing convertible notes and/or the notes, as
applicable, prior to their maturity or otherwise).
The effect, if any, of any of these transactions and activities on
the market price of Gogo's common stock or the notes will depend in
part on market conditions and cannot be ascertained at this time,
but any of these activities could adversely affect the value of
Gogo's common stock, which could affect the value of the notes and
the value of the shares of common stock, if any, investors receive
upon conversion of the notes and investors' ability to convert the
notes.
In addition, in connection with any repurchase of Gogo's existing
convertible notes, any forward counterparty may elect to settle a
portion of its forward stock purchase transaction early in
accordance with its terms, which would result in a delivery of the
applicable number of shares of Gogo's common stock to Gogo earlier
than the applicable maturity date. In addition, Gogo may request
that any forward counterparty modify the settlement terms of its
forward stock purchase transaction to provide that, in lieu of the
delivery of the applicable number of shares of Gogo's common stock
to Gogo to settle a portion of its forward stock purchase
transaction in accordance with its terms, such forward counterparty
would pay to Gogo the net proceeds from the sale by such forward
counterparty (or its affiliate) of a corresponding number of shares
of Gogo's common stock in a registered offering (which may include
block sales, sales on the NASDAQ Global Select Market, sales in the
over-the-counter market, sales pursuant to negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at
negotiated prices). Any such sales could potentially decrease (or
reduce the size of any increase in) the market price of Gogo's
common stock and/or the trading price for the notes. The forward
counterparties are not required to effect any such settlement in
cash in lieu of delivery of shares of Gogo's common stock and, if
Gogo requests for any forward counterparty to effect any such
settlement, it will be entered into in the discretion of the
applicable forward counterparty on such terms as Gogo may agree
with such forward counterparty at the time. Gogo may enter into
further agreements with the forward counterparties to terminate
and/or otherwise modify any remaining portion of the forward stock
purchase transactions in connection with any future repurchase of
Gogo's existing convertible notes.
The notes and any shares of Gogo's common stock issuable upon
conversion of the notes have not been and will not be registered
under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
About Gogo
Gogo Inc. -- http://www.gogoair.com/-- is a global provider of
broadband connectivity products and services for aviation. The
company designs and sources innovative network solutions that
connect aircraft to the Internet, and develop software and
platforms that enable customizable solutions for and by its
aviation partners. Gogo's products and services can be found on
thousands of aircraft operated by the leading global commercial
airlines and thousands of private aircraft, including those of the
largest fractional ownership operators. Gogo is headquartered in
Chicago, Illinois with additional facilities in Broomfield, CO and
locations across the globe.
Gogo incurred net losses of $171.99 million in 2017, $124.50
million in 2016 and $107.61 million in 2015. As of Sept. 30, 2018,
the Company had $1.24 billion in total assets, $1.50 billion in
total liabilities and a total stockholders' deficit of $261.28
million.
* * *
In May 2018, Moody's Investors Service downgraded Gogo Inc.'s
(Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'.
According to Moody's, Gogo's 'Caa1' CFR reflects its small scale,
competitive operating environment, low margins, high leverage
(12.9x Moody's adjusted at year end 2017), and the expectation of
negative free cash flow into at least 2019 as the company heavily
invests in the rollout of in-flight connectivity technology to
additional carriers outside the North American market, where it
currently benefits from critical mass in the commercial aviation
segment and a dominant position in business aviation.
As reported by the TCR on May 8, 2018, S&P Global Ratings lowered
its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+'
from 'B-'. "The downgrade reflects our expectation that previously
announced equipment issues will weigh on operating and financial
performance in 2018, which we expect will have a carry-over effect
on the company's growth in 2019. As a result, we believe there
could be a liquidity shortfall in the second half of 2019 absent
improvements in operating performance and planned cost saving
initiatives," S&P said.
GUILBEAU MARINE: $750K Private Sale of M/V Todd G to Big Red Okayed
-------------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Guilbeau Marine, Inc.'s private
sale of M/V Todd G, Official No. 1077092, to Big Red Barge Limited
Co. for $750,000.
A hearing on the Motion was held on Nov. 7, 2018.
The sale is free and clear of all interests, liens, claims, and
encumbrances, with any such liens, claims, and encumbrances to
attach to the sale proceeds.
The settlement agent, and/or the Buyer if there is no settlement
agent, is authorized and directed to pay the ordinary and customary
closing costs and expenses (no commission(s) will be paid), out of
the proceeds of the sale, pay $4,875 to the Debtor to be used by
the Debtor to pay the US Trustee Fee associated with the sale of
the Todd G, and to pay the remaining sale proceeds directly to
South Lafourche Bank & Trust Co.
The Order is not subject to an automatic stay, as permitted under
Federal Rules of Bankruptcy Procedure 6004(h) or otherwise, and the
Debtor is authorized to execute any and all conveyance and transfer
documents, agreements, releases and other agreements and to take
any and all such actions necessary in his discretion to effectuate
the sale of the Properties.
The Debtor will serve a copy of the Order on the required parties
who will not receive notice through the ECF System pursuant to the
Federal Rules of Bankruptcy Procedure and the Local Bankruptcy
Rules and file a certificate of service to that effect within three
days.
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Guilbeau_Marine_49_Order.pdf
About Guilbeau Marine
Guilbeau Marine, Inc., based in Golden Meadow, LA, filed a Chapter
11 petition (Bankr. E.D. La. Case No. 18-12409) on Sept. 11, 2018.
In the petition signed by Anthony Guilbeau, Jr., president, the
Debtor estimated $1 million to $10 million in assets and
liabilities. Frederick L. Bunol, partner of The Derbes Law Firm,
L.L.C., serves as bankruptcy counsel.
HELIOS AND MATHESON: Posts 3rd Quarter Net Loss of $137.2 Million
-----------------------------------------------------------------
Helios and Matheson Analytics Inc. has filed with the Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $137.19 million on $81.33 million of total revenues
for the three months ended Sept. 30, 2018, compared to a net loss
of $43.46 million on $1.17 million of total revenues for the three
months ended Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $246.91 million on $204.95 million of total revenues
compared to a net loss of $55.17 million on $3.67 million of total
revenues for the same period during the prior year.
As of Sept. 30, 2018, Helios and Matheson had $132.70 million in
total assets, $60.62 million in total liabilities, and $72.08
million in total stockholders' equity.
The Company has experienced net losses and significant cash
outflows from cash used in operating activities over the past
years. As of Sept. 30, 2018, the Company had an accumulated
deficit of $377,266,866, a loss from operations for the three and
nine months ended Sept. 30, 2018 of $86,414,887 and $320,785,739,
respectively, and net cash used in operating activities for the
nine months ended Sept. 30, 2018 of $321,093,755.
The Company expects to continue to incur net losses and have
significant cash outflows for at least the next twelve months. As
of Sept. 30, 2018, the Company had cash and a working capital
deficit of $4.851 million and $15.66 million, respectively,
compared to $24.95 million and $107.1 million as of Dec. 31, 2017.
Of the working capital deficit at Sept. 30, 2018, $60,809 pertained
to warrant and derivative liabilities classified on the balance
sheet within current liabilities. Management has evaluated the
significance of the conditions described above in relation to the
Company's ability to meet its obligations and concluded that,
without additional funding, the Company will not have sufficient
funds to meet its obligations within one year from the date the
condensed consolidated financial statements were issued. While
management will look to continue funding operations by raising
additional capital from sources such as sales of the Company's debt
or equity securities or loans in order to meet operating cash
requirements, there is no assurance that management's plans will be
successful.
Helios and Matheson said, "Without raising additional capital,
there is substantial doubt about the Company's ability to continue
as a going concern through November 15, 2019. The accompanying
condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. This
basis of accounting contemplates the recovery of the Company's
assets and the satisfaction of liabilities in the normal course of
business. A successful transition to attaining profitable
operations is dependent upon achieving a level of positive cash
flows adequate to support the Company's cost structure."
Notice of Potential Delisting from NASDAQ
On June 21, 2018, the Company received a deficiency letter from the
Nasdaq Listing Qualifications Department of the Nasdaq Stock Market
LLC notifying the Company that, for the prior 30 consecutive
business days, the closing bid price for the Company's common stock
has closed below a minimum $1.00 per share required for continued
listing on The Nasdaq Capital Market pursuant to Nasdaq Listing
Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(b),
the Company has been given 180 calendar days, or until Dec. 18,
2018 to regain compliance with Rule 5550(a)(2).
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/bpMw4A
About Helios and Matheson
Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a
provider of information technology services and solutions, offering
a range of technology platforms focusing on big data, business
intelligence, and consumer-centric technology. More recently, to
provide greater value to stockholders, the Company has sought to
expand its business primarily through acquisitions that leverage
its capabilities and expertise. The Company is headquartered in
New York City, has an office in Miami Florida and has an office in
Bangalore India. The Company's common stock is listed on The
Nasdaq Capital Market under the symbol "HMNY".
Helios and Matheson reported a net loss of $150.8 million for the
year ended Dec. 31, 2017, compared to a net loss of $7.38 million
for the year ended Dec. 31, 2016. As of June 30, 2018, Helios and
Matheson had $175.29 million in total assets, $138.7 million in
total liabilities and $36.55 million in total stockholders'
equity.
The report from the Company's independent accounting firm Rosenberg
Rich Baker Berman, P.A., in Somerset, New Jersey, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
suffered recurring losses from operations and negative cash flows
from operating activities. This raises substantial doubt about the
Company's ability to continue as a going concern.
HERMAN TALMADGE: Trustee's Proposed AMC Auction of Tara Door Okayed
-------------------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized J. Michael Levengood, the
Chapter 11 Trustee for Herman E. Talmadge, Jr., to sell the Tara
Door from "Gone with the Wind" by an auction to be conducted by
Auction Management Corp.
The sale will be free and clear of all liens, claims, interests and
encumbrances.
The Trustee is authorized to pay all costs associated with the
sale, including, but not limited to, auctioneer compensation
consistent with compensation sought in the Motion, sales tax, etc.
from the proceeds of sale.
The case is In re Herman E. Talmadge, Jr. (Bankr. N.D. Ga. Case
No.
14-50312).
J. Michael Levengood was appointed as the Debtor's Chapter 11
Trustee. Counsel for Trustee:
James C. Joedecke, Jr., Esq.
ANDERSEN, TATE & CARR, P.C.
1960 Satellite Boulevard, Suite 4000
Duluth, Georgia 30097
Telephone: (770) 822-0900
Facsimile: (770) 822-9680
E-mail: jjoedecke@atclawf1rm.com
On Nov. 22, 2016, the Court appointed Natural Resource Consultants,
LLC, and Jim Branch as Broker.
On Sept. 24, 2018, the Court appointed Auction Management Corp. as
auctioneer.
ICONIX BRAND: General Counsel Jason Schaefer Resigns
----------------------------------------------------
Jason Schaefer, the general counsel and corporate secretary of
Iconix Brand Group, Inc., had notified the Company of his
resignation in order to pursue another business opportunity. The
Company and Mr. Schaefer have agreed to make such resignation
effective as of Dec. 7, 2018. The Company is evaluating various
options in respect of filling this position following Mr.
Schaefer's departure.
About Iconix Brand
Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments. The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions. Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY.
Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016 and a net loss attributable to the Company
of $186.5 million in 2015. As of Sept. 30, 2018, the Company had
$711.28 million in total assets, $751.55 million in total
liabilities, $34.64 million in redeemable non-controlling interest,
and a total stockholders' deficit of $74.90 million.
The Company stated in its 2017 Annual Report that due to certain
developments, including the decision by Target Corporation not to
renew the existing Mossimo license agreement following its
expiration in October 2018 and by Walmart, Inc. not to renew the
existing Danskin Now license agreement following its expiration in
January 2019, and the Company's revised forecasted future earnings,
the Company forecasted that it would unlikely be in compliance with
certain of its financial debt covenants in 2018 and that it may
otherwise face possible liquidity challenges in 2018. The Company
said these factors raised substantial doubt about its ability to
continue as a going concern. The Company's ability to continue as
a going concern is dependent on its ability to raise additional
capital and implement its business plan.
III EXPLORATION: Plan Outline Okayed, Plan Hearing on Dec. 4
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah will consider
approval of the Chapter 11 plan of liquidation for III Exploration
II LP at a hearing on Dec. 4, at 1:00 p.m.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on Nov. 8.
The order set a Nov. 26 deadline for creditors to file their
objections and submit ballots of acceptance or rejection of the
plan.
About III Exploration II LP
III Exploration II LP and its general partner, Petroglyph Energy,
Inc., are headquartered in Boise, Idaho. III Exploration II is
engaged in the exploration and production of oil and natural gas
deposits, primarily in the Uinta Basin in Utah. III Exploration
also has an interest in approximately 42,100 undeveloped acres in
the Raton Basin located in Colorado, and participates in joint
ventures with respect to properties in the Williston Basin in North
Dakota.
III Exploration filed a chapter 11 petition (Bankr. D. Utah Case
No. 16-26471) on July 26, 2016. The petition was signed by Paul R.
Powell, president. The Debtor estimated assets at $50 million to
$100 million and debt at $100 million to $500 million.
The case is assigned to Judge R. Kimball Mosier.
The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq., and
Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its
general counsel; and A. John Davis, Esq., at Holland & Hart LLP to
serve as special counsel. Tudor Pickering Holt & Co. is the
Debtor's investment banker. Donlin Recano & Company Inc. is the
claims and noticing agent.
No trustee, examiner or official committee of creditors or equity
interest holders has been appointed.
INNOVATIVE CONSTRUCTION: Seeks Authorization to Use Cash Collateral
-------------------------------------------------------------------
Innovative Construction Mechanical LLC seeks authorization from the
United States Bankruptcy Court for the Western District of
Pennsylvania to use cash collateral to pay operating expenses.
The Debtor needs the cash receipts, inventory, equipment, and other
collateral upon which the secured creditors may assert a security
interest in order to continue to operate its business and
successfully reorganize and pay its employees.
The Debtor has a secured obligation to CNB Bank -- a mortgage. As
of the Petition Date, Debtor was not current its obligations to
CNB Bank and the current past due for September and October, with
total prepetition arears of approximately $1,038, including late
charges of approximately $48.
The Debtor believes that the value of the collateral that secures
the obligations to CNB Bank exceeds the balance owed to the CNB
Bank. The Debtor proposes a payment of $500 per month on its
obligation to CNB Bank on the first day of each month.
The Internal Revenue Service filed a Notice of Federal Tax Lien, in
February of 2017, in the aggregate amount of $155,761. The Debtor
and the IRS entered into an installment agreement wherein the
Debtor agreed to make monthly payments of $2,500 per month until
the debt was paid in full. However, the Debtor defaulted on the
payment agreement when it accrued another liability.
The Debtor proposes a payment of $2,500 per month on its obligation
to the IRS with the first payment to be made on or before November
28, 2018 and the 28th of each month thereafter.
The Debtor believes The Commonwealth of Pennsylvania, Department of
Labor & Industry has filed a Notice of Unemployment Tax Lien in the
aggregate amount of $16,492. The Debtor proposes to pay the
Commonwealth of Pennsylvania, Department of Revenue adequate
protection payments of $275 per month on the 1st day of each
month.
The Debtor also has a secured obligation to Wells Fargo Vendor
Financial Services, LLC -- a 2017 Bobcat Mini Excavator. The loan
is currently past due for August, September and October, with total
prepetition arears of approximately $1,640.
The Debtor believes that the value of the collateral that secures
the obligations to Wells Fargo exceeds the balance owed to Wells
Fargo. The Debtor proposes adequate protection payments in the
aggregate amount of $547 per month on its obligation to Wells
Fargo, on the first day of each month.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/pawb18-11088-15.pdf
About Innovative Construction Mechanical
Innovative Construction Mechanical LLC filed a Chapter 11 petition
(Bankr. W.D. Pa. Case No. 18-11088) on Oct. 23, 2018. The Petition
was signed by Thomas R. Eaton, owner. The Debtor is represented by
Daniel P. Foster, Esq. of Foster Law Offices. At the time of
filing, the Debtor estimated less than $50,000 in assets and less
than $500,000 in liabilities.
IPIXON: Further Adjourns Annual Meeting Until Nov. 30
-----------------------------------------------------
Inpixon has determined to further adjourn the Annual Meeting until
Nov. 30, 2018, in order to continue to solicit proxies only with
respect to Proposal 3 to approve the amendment of the Company's
Articles of Incorporation to increase its authorized shares of
common stock from 250,000,000 to 1,000,000,000. The Annual Meeting
will resume in order to hold a vote with respect to Proposal 3 on
Nov. 30, 2018 at the offices of the Company, located at 2479 E.
Bayshore Road, Suite 195, Palo Alto, CA 94303 at 10:00 a.m., local
time.
The record date for the Annual Meeting has not changed, and only
stockholders of record at the close of business on Oct. 8, 2018,
are entitled to vote at the reconvened meeting. The polls will
remain open for voting during the adjournment period.
At the Annual Meeting held on Oct. 31, 2018, the Company determined
that it had not received sufficient votes to approve Proposal 3,
which sought to approve an amendment to the Company's Articles of
Incorporation to increase its authorized shares of common stock
from 250,000,000 to 1,000,000,000, and adjourned the Annual Meeting
until Nov. 15, 2018 in order to continue to solicit proxies only
with respect to Proposal 3.
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on new sensor technology that finds all
accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously.
Paired with a high-performance, data analytics platform, this
technology delivers visibility, security and business intelligence
on any commercial or government premises world-wide. Inpixon's
products, infrastructure solutions and professional services group
help customers take advantage of mobile, big data, analytics and
the Internet of Things (IoT).
Inpixon reported a net loss of $35.03 million on $45.13 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $27.50 million on $53.16 million of total revenues for the
year ended Dec. 31, 2016. As of Sept. 30, 2018, Inpixon had $12.99
million in total assets, $3.96 million in total liabilities and
$9.02 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" opinion in its report on the Company's consolidated
financial statements for the year ended Dec. 31, 2017, citing that
the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
Nasdaq Noncompliance
Inpixon received a letter from the Listing Qualifications Staff of
The Nasdaq Stock Market LLC on May 17, 2018, indicating that, based
upon the closing bid price of the Company's common stock for the
last 30 consecutive business days beginning on April 5, 2018 and
ending on May 16, 2018, the Company no longer meets the requirement
to maintain a minimum bid price of $1 per share, as set forth in
Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company has been provided a period of 180
calendar days, or until Nov. 13, 2018, in which to regain
compliance.
JAMES ANTHONY DEAL: $53K Private Sale of Coffee County Parcels OK'd
-------------------------------------------------------------------
Judge Michele J. Kim of the U.S. Bankruptcy Court for the Southern
District of Georgia authorized the private sale by James Anthony
Deal and Margaret V. Deal of the following parcels of land:
a. Five parcels of real property situate, lying and being in
Coffee County, Georgia, consisting of (i) Lot 3, consisting of 0.93
acres, Coffee County, Georgia, Tax Parcel 0114-064; (ii) Lot 4,
consisting of 0.93 acres, Coffee County, Georgia, Tax Parcel 0114
065; (iii) Lot 5, consisting of 0.93 Acres, Coffee County, Georgia,
Tax Parcel 0114067; and (v) Lot 7, consisting of 0.93 Acres, Coffee
County, Georgia, Tax Parcel 0114 068, to Christine Knight for
$23,000;
b. 1.85 Acre Tract (Tax Parcel 0114 056) in Douglas, Coffee
County, Georgia to James Anthony Deal II and Brandi Lee Deal for
$7,000;
c. Lot 8, Sapp, consisting of 0.93 Acres in Coffee County,
Georgia, Tax Parcel 0114 069, to Raymond Kell Phelps for $4,500;
and
d. (i) 1.75 acres (Vacant Lot Behind Carson Lumber) Coffee
County, Georgia, Tax Map Parcel 0095 052, for $7,000; (ii) Hwy 441
N, 1.0 acres (Flood Zone) Coffee County, Georgia, Tax Map Parcel
0095 028A, for $2,300; (iii) West 1/2 of Lot 6, Block F, LL 181,
6th LD Coffee County, Georgia, Tax Map Parcel 0114 073, for $3,500;
and (iv) 13 Acre Pond, LL 181, 6th LD Coffee County, Georgia, Tax
Parcel 0114089, for $13,000, to Brigmond Enterprises, LLC;
The proceeds under the Knight Contact are insufficient to pay any
liens against the property except that of the Tax Commissioner and
the first lien FNB South Bank, and therefore the liens of the
remaining Respondents, Capital One Bank (USA), N.A., Beacon Sales
Acquisition, Inc., and Union Corrugating Company, against the Lots
3, 4, 5, 6, 7, and the 1.85 acre tract are found to not be allowed
secured claims with respect to such Property are determined to be
void, as to such Property.
Capital One Bank (USA), having failed to perfect a judicial lien
agains any real property in Coffee County, Georgia, is determined
not to hold any allowed secured claim against any of the Properties
sold pursuant to the Order.
The proceeds under the Deal Contract are insufficient to pay any
liens against the property except that of the Respondent Beacon
Sales Acquisition, Inc., and therefore the liens of the remaining
Respondents, FNB Bank South, Capital One Bank (USA), N.A., and
Union Corrugating Co., against the 1.85 Acre Tract (Tax Parcel 0114
056) in Douglas, Coffee County, Georgia are found to not be allowed
secured claims with respect to such Property are determined to be
void, as to such Property, and the net proceed of such sale will be
paid to Beacon Sales Acquisition.
The proceeds under the Phelps Contact are insufficient to pay any
liens against the property except that of the Respondent Beacon
Sales Acquisition, Inc., and therefore the liens of the remaining
Respondents, FNB Bank South, Capital One Bank (USA), N.A., , and
Union Corrugating Co. against Lot 8, Sapp, consisting of 0.93 Acres
in Coffee County, Georgia, Tax Parcel 0114 069, are found to not be
allowed secured claims with respect to such Property are determined
to be void, as to such Property, and the net proceed of such sale
will be paid to Beacon Sales Acquisition.
The proceeds under the Brigmond Contact are insufficient to pay any
liens against the property except that of the first lien FNB South
Bank, against West 1/2 of Lot 6, Block F, LL 181, 6th LD Coffee
County, Georgia, Tax Map Parcel 0114 073, and the 13 Acre Pond, LL
181, 6th LD Coffee County, Georgia, Tax Parcel 0114089, and the
judgment lien of Respondent Beacon Sales Acquisition, Inc., on the
1.75 acres (Vacant Lot Behind Carson Lumber) Coffee County, Georgia
Tax Map Parcel 0095 052 and Hwy 441 N, 1.0 acres (Flood Zone)
Coffee County, Georgia, Tax Map Parcel 0095 028A, and therefore the
judgment liens of the remaining, FNB Bank South, Capital One Bank
(USA), N.A., and Union Corrugating C., against such properties are
found to not be allowed secured claims with respect to such
Properties are determined to be void as to such Properties, and the
net proceed of such sale will be paid to FNB Bank and to Beacon
Sales Acquisition as their interests appear.
The sales is free and clear of all liens, claims, encumbrances, and
other interests of any kind or nature whatsoever, all of which
Interests will attach to the net proceeds of the sale.
All the Debtors' attorneys' fees relating to the sale, not to
exceed $1,000 and all closing costs that have been attributed to
the Debtor under the Contracts may be paid from the gross proceeds
of the sale.
Time is of the essence in closing the Transactions, and the Court
expressly finds that there is no just reason for delay in the
implementation of the Order and that the closing can occur
immediately upon entry of the Order. Accordingly, the stay of
orders authorizing the use, sale, or lease of property as provided
for in Bankruptcy Rule 6004(h) will not apply to the Order, and the
Order is immediately effective and enforceable.
From the gross proceeds of the sale authorized, the Debtor shall,
as more particularly shown on the definitive Closing Statement for
the sale of the Property:
a. pay liens for unpaid ad valorem taxes assessed against the
Property through the closing of the sale, including taxes, if any,
owing to Tax Commissioner;
b. pay all usual, customary, and reasonable attorneys' fees
relating to the sale and all costs associated with the sale as
agreed in the Contracts as itemized on the attached Exhibits, plus
$1,000 payable to the Debtors' counsel;
c. pay to FNB Bank South, N.A. the net remaining proceeds from
the Knight Contract after the payment of the described amounts
($21,323).
d. pay to FNB Bank South, N.A. the net remaining proceeds from
the West 1/2 of Lot 6, Block F, LL 181, 6th Land District, Coffee
County and from the 13-acre pond, LL 181, 6th Land District, Coffee
County, Georgia on the Bridgmond Contract after the payment of
the described amounts ($15,709);
e. pay to Beacon Sales Acquisition, Inc. the net remaining
proceeds from the 1.75 acre tract and the 1.0 acre tract on Hwy 441
North of the Bridgmond Contract after the payment of the
above-described amounts ($9,117); and
f. pay to Beacon Sales Acquisition, Inc. the net remaining
proceeds from the Deal and Phelps Contracts after the payment of
the above-described amounts ($3,692).
Within three business days after the entry of the Order, the
Debtor's counsel will serve a copy of the Order on (a) the Office
of the United States Trustee; (b) the Respondents; (c) other
parties who have requested notice or copies of such matters in the
Bankruptcy Case; and (d) all other creditors and
parties-in-interest in the Bankruptcy Case.
The bankruptcy case is In re James Anthony Deal and Margaret V.
Deal (Bankr. S.D. Ga. Case No. 14-50778).
JAMIE ONE: Seeks Authority to Use Tabas Funding Cash Collateral
---------------------------------------------------------------
Jamie One, LLC, d/b/a Early Learning Children's Academy, seeks
authority from the United States Bankruptcy Court for the Eastern
District of Pennsylvania to pay for necessary operating expenses
essential to its continued viability.
The Debtor requires the immediate use of cash collateral in order
to meet its payroll obligations and purchasing needs on a current
basis, to negotiate concerning the sale of certain of its assets,
to reorganize and provide employment for employees and to propose a
successful plan of reorganization.
As of the Petition Date, the Debtor was indebted to Lee Evan Tabas
t/a Tabas Funding in the approximate amount of $275,000, secured by
a lien in the Debtor's personal property pursuant to that certain
Note and Security Agreement. The Debtor acknowledges that, to the
extent that Tabas holds a valid, perfected and non-avoidable
security interest in the collateral, such constitutes cash
collateral of Tabas.
The Debtor proposes to make adequate protection payments to Tabas
in accordance with the terms of its loan documents, with such
payments to be applied in a manner consistent with such loan
documents. Tabas' interest in cash collateral will be further
protected in that the Debtor will grant Tabas replacement liens on
post-petition accounts and proceeds to secure any diminution if the
Debtor's use of cash collateral
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/paeb18-17075-17.pdf
About Early Learning Children's Academy
Early Learning Children's Academy is in the childcare center and
kindergarten business. Its centers are located in Bensalem,
Buckingham, Fort Washington Rising Sun and Springfield.
Jamie One, LLC, doing business as Early Learning Children's
Academy, filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Penn. Case No. 18-17075) on Oct.
25, 2018. In the petition signed by John D. Hertzberg, member, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.
The case is assigned to Judge Jean K. FitzSimon.
Harry J. Giacometti, Esq. at Flaster/Greenberg, P.C., is the
Debtor's counsel.
JDS HOSPITALITY: Taps Langley & Chang as Legal Counsel
------------------------------------------------------
JDS Hospitality Group, LLC, seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire The Law
Offices of Langley & Chang as its legal counsel.
The firm will represent the Debtor in negotiation with its
creditors; assist the Debtor in the preparation of a plan of
reorganization; give legal advice regarding the use, sale or lease
of its property; examine claims of creditors; and provide other
legal services related to its Chapter 11 case.
Langley & Chang charges these hourly fees:
Steven Chang $425
Christopher Langley $425
David Shevitz $375
Senior Associate Counsel $375
Junior Associate Counsel $300
Paralegals $135
The firm received $26,800, which included the filing fee in
connection with its representation of the Debtor.
Steven Chang, principal member of Langley & Chang, disclosed in a
court filing that his firm does not have interest adverse to the
interest of the Debtor's estate, creditors and equity security
holders.
The firm can be reached through:
Steven P. Chang, Esq.
Christopher Langley, Esq.
David S. Shevitz, Esq.
Heidi M. Cheng, Esq.
The Law Offices of Langley & Chang
13200 Crossroads Parkway North, Suite 165
City of Industry, CA 91746
Telephone: (626) 281-1232
Fax: (626) 281-2919
E-mail: steven@spclawoffice.com
E-mail: chris@langleylegal.com
E-mail: david@rsbankruptcy.com
E-mail: heidi@spclawoffice.com
About JDS Hospitality Group
JDS Hospitality Group LLC is a privately held company in El Monte,
California, in the hotel or motel management business. JDS
Hospitality Group filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 18-22059) on Oct. 14, 2018. In the petition signed by
Rhonda Chung, president, the Debtor disclosed $4,641,552 in total
assets and $4,840,684 in total debt. The case is assigned to Judge
Neil W. Bason. The Debtor tapped the Law Offices of Langley &
Chang as its legal counsel.
JEFFERY WYATT: $500K Sale of Unit A of Saratoga Property Approved
-----------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California authorized Jeffery Layne Wyatt's
sale of the commercial unit located at 14598 Big Basin Way, Unit A,
Saratoga, California, Assessor Parcel Number 517-08-068, to Calero
Partners, LLC for $500,000.
A hearing on the Motion was held on Oct. 18, 2018 at 10:30 a.m.
The sale is free and clear of all liens against the Property.
Upon closing, the Debtor will pay over, or instruct the escrow to
pay over the proceeds he realized from the sale of the Property as
follows:
a. Customary and ordinary closing costs, including escrow and
title costs;
b. Real estate commissions paid to Prime Commercial, Inc.
(Douglas Ferrari) in the amount of $10,000; and
c. All secured claims against the Property, including the
claims of the County of Santa Clara for real property taxes, Cal
Enterprises, Inc., and the Internal Revenue Service.
Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal.
Case No. 17-52022 MEH) on Aug. 22, 2017. On Feb. 14, 2018, the
Court appointed Prime Commercial, Inc. as Broker.
JEFFERY WYATT: $500K Sale of Unit B of Saratoga Property Approved
-----------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California authorized Jeffery Layne Wyatt's
sale of the commercial unit located at 14598 Big Basin Way, Unit B,
Saratoga, CA 95070, Assessor Parcel Number 517-08-070, to Calero
Partners, LLC for $500,000.
A hearing on the Motion was held on Oct. 18, 2018 at 10:30 a.m.
The sale is free and clear of all liens against the Property.
Upon closing, the Debtor will pay over, or instruct the escrow to
pay over the proceeds he realized from the sale of the Property as
follows:
a. Customary and ordinary closing costs, including escrow and
title costs;
b. Real estate commissions paid to Prime Commercial, Inc.
(Douglas Ferrari) in the amount of $10,000; and
c. All secured claims against the Property, including the
claims of the County of Santa Clara for real property taxes, Cal
Enterprises, Inc., and the Internal Revenue Service.
Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal.
Case No. 17-52022 MEH) on Aug. 22, 2017. On Feb. 14, 2018, the
Court appointed Prime Commercial, Inc., as broker.
JEP REALTY: $93K Sale of Lexington Property to The Reisig Approved
------------------------------------------------------------------
Judge Tracey N. Wise of the U.S. Bankruptcy Court for the Eastern
District of Kentucky authorized JEP Realty, LLC's sale of the real
property and the fixtures/improvements thereon located at 275
Newtown Pike, Lexington, Kentucky to The Reisig Group, LLC pursuant
to their Offer to Purchase Real Estate Contract for $92,500, free
and clear of all liens, claims, interests, and encumbrances.
The Debtor is immediately authorized, but not directed, to sell and
transfer the Property, and all right, title and interest therein of
the Debtor and the Estate, to the Buyer under the terms of the Sale
Agreement, and, upon payment by the Buyer of the Purchase Price,
the Buyer will hold good, clear, and marketable title to the
Property.
The sale is free and clear of any and all Interests, whether known
or unknown, asserted or unasserted, governmental or
nongovernmental. All Interests existing against the Property
immediately prior to transfer of the Property to the Buyer will
attach to the Purchase Price.
From the Purchase Price, the Debtor is authorized to pay all
amounts required by the Sale Agreement or that may be otherwise
advisable to effectuate the same, including, without limitation:
(i) title and escrow fees and costs; (ii) closing fees and costs;
(iii) recording fees; and (iv) transportation, courier,
photocopying, notarization, and all other expenses and costs of
closing. The Debtor is also authorized to pay from the sale
proceeds the abatement lien claims of LFUCG or any prior ad valorem
claim if any remain unpaid. 2018 property taxes will be prorated at
closing as customary.
After payments set forth, the remainder of the Purchase Price will
be paid to Community Trust Bank Inc. on account of its mortgage
lien and to Farm Credit Services of Mid-America FLCA on account of
its judgment lien. The lienholders are directed to comply with the
Order and release their liens upon payment in order of priority of
liens.
The Order is without prejudice to a carve-out of the Proceeds for
the Debtor's counsel for services in connection with the Proposed
Sale and Debtor is authorized to pay same upon agreement by
applicable lienholders.
Any title, closing, or escrow agent holding the Proceeds will
comply with the Order and the Court retains full jurisdiction to
ensure the same.
The Order will not be stayed by any provision of the Federal
Rules of Bankruptcy Procedure or otherwise, including any stay
pursuant to Fed. R. Bankr. P. 6004(g), and the Order will be
immediately effective upon its entry.
About JEP Realty
JEP Realty, LLC, is a privately held real estate agency in
Lexington, Kentucky.
JEP Realty filed a voluntary petition for relief with this Court
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky Case
No. 18-51712) on Sept. 20, 2018. Judge Tracey N. Wise presides
over the case. In the petition signed by John E. Pappas, member,
the Debtor estimated $1 million to $10 million in assets and
liabilities. Jamie L. Harris, Esq., at DelCotto Law Group PLLC, is
the Debtor's counsel.
JOHN CARROLL: Sale of Santa Barbara Property to Terblanche Approved
-------------------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California authorized John M. Carroll, III's
sale of the residential property commonly known as 5219 E. Camino
Cielo, Santa Barbara, California to Jacques Terblanche.
A hearing on the Motion was held on Nov. 8, 2018 at 10:30 a.m.
The purchase price will be sufficient so that the demand of Bayview
Loan Servicing and Bank of America, N. A. will be paid in full
through escrow. Nothing in the Order will prevent Bank of America,
N. A. from voluntarily reducing its demand to enable closing.
The Escrow will contact Bayview Loan Servicing and Bank of America,
N. A. prior to the closing of escrow to obtain updated payoff
quotes for the subject loans. Bayview Loan Servicing and Bank of
America, N. A. may require updated payoff demands prior to the
close of escrow to ensure the claims are paid in full.
The Escrow is authorized to pay the recorded liens of Bayview Loan
Servicing and Bank of America, N. A. against the property, any
unpaid pro rated property taxes, and ordinary and necessary costs
of escrow, including the broker's commission, all as provided for
in the purchase contract.
The sale is free and clear of the recorded liens of Montecito Bank
& Trust, recorded as Instrument No. 2011-0037484 and Hartford Fire
Insurance Company, recorded as Instrument No. 2014-0056923, both in
the official records of the County of Santa Barbara.
The consideration from the sale is to be distributed as required in
the confirmed Plan of Reorganization.
The 14-day period provided for in Federal Rule of Bankruptcy
Procedure 6004(h) is waived.
John M. Carroll sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 16-11261) on July 5, 2016. The Debtor tapped William C Beall,
Esq., at Beall and Burkhardt, APC, as counsel.
K & J COAL: $40K Sale of 4 Chest Township Tracts to Woos Approved
-----------------------------------------------------------------
Judge Jeffrey A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized K & J Coal Co., Inc.'s
sale to Philip M. Woo and Elizabeth A. Woo for $43,500 of the
following four tracts and related rights situate in Chest Township,
Clearfield County, Pennsylvania:
(i) Tax I.D. # 109-E15-00013, Control # 109050558, containing
71 acres, +/-, and being described more fully in Deed recorded in
the Office of the Recorder of Deeds of Clearfield County, Pa. in
D.B.V. 1336 at page 196;
(ii) Tax I.D. # 109-E15-00015, Control # 109050559, containing
10 acres, +/-, and being described more fully in Deed recorded in
the Office Of The Recorder Of Deeds Of Clearfield County, Pa. in
D.B.V. 1336 at page 196;
(iii) Tax I.D. # 109-E15-00016.1, Control # 109051262,
containing 36.42 acres, +/-, and being described more fully in Deed
recorded in the Office of the Recorder of Deeds of Clearfield
County, Pa. in D.B.V. 1336 at page 196; and
(iv) Tax I.D. 1090E1500000005, containing 46.3 acres, and
being described in Deed recorded in the Office of the Recorder of
Deeds of Clearfield County, Pa., in D.B.V. 1378 at page 450.
The sale is free and clear of all liens, claims, charges and
encumbrances.
The Buyers will be required to deposit a down payment of $1,000,
which will be held in escrow pending closing by the counsel for the
Reorganized Debtor.
The proceeds of Sale will be applied as follows:
a. the proceeds will be applied to the costs and expenses of
sale, which include but are not limited to advertising, printing,
mailing and notice fees incurred by the Reorganized and counsel to
the Reorganized Debtor, the Reorganized Debtor's attorneys' fees
for services rendered in connection with the proposed sale and
closing thereon, including the preparation of the necessary
pleadings, bills of sale, reports of sale, and the like;
b. Next, to lien holders, if any, in the order of the priority
of their liens, with undisputed amounts due upon undisputed liens
to be paid at closing and the amounts due upon disputed liens or
upon disputed amounts to be retained in an estate account pending a
determination of the parties' rights with respect thereto; and
c. Any remaining proceeds will be retained in an estate
account and distributed in accord with the approved Plan of
Confirmation.
The real estate taxes will be pro-rated on a fiscal year basis,
between the Buyers and estate, and rents for the month in which
closing occurs will be pro-rated on a daily basis.
The Closing will occur within 120 days of the Order becoming a
Final Order of Court.
About K & J Coal Co.
K&J Coal Co., Inc., also known as K & J Coal Co., sought Chapter 11
protection (Bankr. W.D. Penn. Case No. 02-26645) on July 19, 2002.
The Court approved and confirmed the Debtor's Plan of
Reorganization dated Aug. 31, 2003, as amended, pursuant to the
Confirmation Order dated Feb. 9, 2004.
The Reorganized Debtor tapped James R. Walsh, Esq., at Spence,
Custer, Saylor, Wolfe & Rose, LLC, as counsel.
LITTLE RIVER: $2.8K Sale Georgetown Clinic Assets to Seton Approved
-------------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Little River Healthcare Holdings, LLC
and affiliates to sell the certain furniture, fixtures, and
equipment of the estate located at 3721 Williams Dr., Georgetown,
Texas to Seton Family of Hospitals for $2,750, pursuant to their
Asset Purchase Agreement, dated Oct. 31, 2018.
The sale is free and clear of all Liens.
The requirements set forth in Bankruptcy Rule 6004 have been
satisfied or otherwise deemed waived. The Purchaser will not be
required to seek or obtain relief from the automatic stay under
section 362 of the Bankruptcy Code to give any notice permitted by
the APA or to enforce any of its remedies under the APA or any
other sale-related document.
As provided by Bankruptcy Rules 7062 and 9014, the terms and
conditions of the Order will be effective immediately upon entry
and will not be subject to the stay provisions contained in
Bankruptcy Rule 6004(h) or any similar rule that would delay the
effectiveness of this Order. Time is of the essence in closing the
sale and the Debtors and the Purchaser intend to close the sale and
consummate the Transactions as soon as possible.
A full-text copy of the APA attached to the Motion is available for
free at:
http://bankrupt.com/misc/Little_River_377_Sales.pdf
About Little River Healthcare Holdings
Little River Healthcare Holdings, LLC and its subsidiaries operate
two rural hospitals -- one in Rockdale, Texas, and the other in
Cameron, Texas. They also currently operate imaging centers,
surgery centers, physical rehabilitation centers, and physician
practices, most of which operate in the Central Texas market.
Little River and its subsidiaries sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-60525 to
18-60532) on July 24, 2018. In the petitions signed by CRO Ronald
Winters, Little River estimated assets of less than $50,000 and
liabilities of $10 million to $50 million. Judge Ronald B. King
presides over the case. Waller Lansden Dortch & Davis, LLP, is the
Debtors' legal counsel. Duane Morris, LLP, is the special
counsel.
MAPLE HEIGHTS: Moody's Alters Outlook on B3 Issuer Rating to Pos.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 issuer rating of the
City of Maple Heights, OH and the B3 rating on the city's
outstanding general obligation limited tax bonds. Concurrently,
Moody's revised the outlook to positive from stable. The city has
$9.4 million of GOLT bonds outstanding.
RATINGS RATIONALE
The B3 rating incorporates the city's weak economic profile and
expected constraints on future economic growth by poor
demographics. The rating also reflects the very close link between
the city's weakened labor market and its financial operations given
high reliance on local income taxes as a source of revenue. Though
fund balance and liquidity have improved over the past couple
years, the city's capacity to keep cutting expenditures should
revenue growth falter has likely narrowed. Options to raise new
revenue are limited and require voter approval. The city's debt
burden is moderate, but it carries a high pension burden due to
participation in underfunded cost-sharing retirement plans.
The issuer rating is used as a reference point for city's limited
tax rating and is equivalent to the hypothetical general obligation
unlimited tax rating Moody's would assign to the GOULT debt of the
city. The GOLT rating is the same as the issuer rating because
payment of limited tax debt service is a full faith and credit
obligation of the city.
RATING OUTLOOK
The positive outlook reflects the expectation that sustained
improvement in city finances will further mitigate other credit
challenges and support a possible upgrade of the rating within the
next one to two years.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Sustained improvement in liquidity across governmental funds
- Stability of the revenue base that affords the city more
flexibility to add to reserves and contend with potential cost
growth
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Sustained economic challenges that pressure local income taxes
and other revenue
- Reversal of progress in financial recovery and liquidity
LEGAL SECURITY
The city's debt is secured by its pledge and authorization to levy
taxes subject to its own 10.5 charter millage cap. Payment of debt
service is also a full faith and credit obligation of the city.
USE OF PROCEEDS
Not applicable.
PROFILE
Maple Heights is a suburban community located approximately 10
miles southeast of downtown Cleveland (A1 stable). Its population
is estimated at 22,400.
MAXIMUS US: Taps W. Steven Shumway as Legal Counsel
---------------------------------------------------
Maximus US, LLC, received approval from the U.S. Bankruptcy Court
for the Eastern District of California to hire the Law Office of W.
Steven Shumway as its legal counsel.
The firm will advise the Debtor regarding the administration of its
bankruptcy estate; represent the Debtor in suits related to its
Chapter 11 case; and provide other legal services related to the
case.
W. Steven Shumway, Esq., the attorney who will be handling the
case, charges an hourly fee of $325. Paralegals charge $70 per
hour.
The Debtor paid the firm $3,283 in connection with the preparation
of its case, plus the filing fee of $1,717. The firm has not
received a retainer.
Mr. Shumway neither holds nor represents any interest adverse to
the Debtor and its estate, according to court filings.
The firm can be reached through:
W. Steven Shumway, Esq.
3400 Douglas Blvd., Suite 250
Roseville, CA 95661
Phone: (916) 789-8821
Fax: (916) 789-2083
Email: sshumway@shumwaylaw.com
About Maximus US LLC
Maximus US, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-26415) on Oct. 11,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. The case
has been assigned to Judge Ronald H. Sargis. The Debtor tapped the
Law Office of W. Steven Shumway as its legal counsel.
MGT MANUFACTURING: Taps Calaiaro Valencik as Legal Counsel
----------------------------------------------------------
MGT Manufacturing Corporation seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to hire
Calaiaro Valencik as its legal counsel.
The firm will advise the Debtor regarding its duties during its
Chapter 11 reorganization; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm charges these hourly fees:
Donald Calaiaro $375
David Valencik $350
Associate Attorney $300
Paralegal $100
Calaiaro was paid $2,000 for its pre-bankruptcy services and $1,717
for the filing fee. The firm requested a retainer of $2,500.
The firm and its attorneys are "disinterested" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
Calaiaro can be reached through:
Donald R. Calaiaro, Esquire,
David Z. Valencik, Esq.
Calaiaro Valencik
428 Forbes Avenue, Suite 900
Pittsburgh, PA 15219-1621
Phone: 412-232-0930
E-mail: dcalaiaro@c-vlaw.com
E-mail: dvalencik@c-vlaw.com
About MGT Manufacturing Corp.
MGT Manufacturing Corporation sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24301) on Nov. 2,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $100,000. The case
has been assigned to Judge Carlota M. Bohm. The Debtor tapped
Calaiaro Valencik as its legal counsel.
MID-SOUTH GEOTHERMAL: Regions Bank to Get 6% Interest in New Plan
-----------------------------------------------------------------
Mid-South Geothermal, LLC, filed a small business disclosure
statement describing its proposed plan of reorganization.
There are three classes of secured claims under the Plan. Class 1
is composed of Secured claim of Regions Bank which is secured by
1st Mortgage on Debtor's real property in Gray, KY amortized open
10 years with a balloon in 5 years. The Class 1 Claim will be paid
a 6% interest rate, instead of a 5% interest rate as stated in the
prior Plan.
Class 2, which is likewise from the Regions Bank, is secured by all
Debtor's assets including accounts receivables, furniture,
inventory, fixtures, and equipment amortized over 10 years. The
Debtor reserves the right to sell equipment and reduce the
principal balance accordingly. The Class 2 Claim will also be paid
a 6% interest rate, instead of a 5% interest rate as stated in the
prior Plan. Moreover, the Debtor will reduce the total principal
amount due in Class 2 through sale of equipment. The amount reduced
will be no less than $225,000 and no more than $300,000. Once
reduced, the principal balance will be merged into one payment.
Class 3, which refers to Ford Motor Credit is secured by 2014 Ford
F-250, and will be paid in four months instead of nine months as
stated in the previous Plan.
Regions Bank recently had the equipment (not vehicles) appraised at
$861,725. The Debtor's
real estate in Gray, Kentucky, was valued by the Debtor at $415,000
but a recent appraisal
shows a value of $440,000.
Payments and distributions under the Plan will be funded by the
continued operation of Debtor's business. The Plan Proponent
believes that the Debtor will have enough cash on hand on the
effective date of the Plan to pay all the claims and expenses that
are entitled to be paid on that date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/tnwb18-21498-110.pdf
The Debtor is represented by:
Steven N. Douglass, Esq.
HARRIS SHELTON HANOVER WALSH, PLLC
40 S. Main Street, Suite 2210
Memphis, TN 38103
Tel.: 901.525.1455
Email: sdouglass@harrisshelton.com
About Mid-South Geothermal
Mid-South Geothermal, LLC, installs geothermal heating and cooling
systems for large commercial projects. Its principal place of
business is located at 28 Superior Lane Gray, Kentucky.
Mid-South Geothermal filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tenn. Case No. 18-21498) on Feb. 20, 2018, listing
$2.04 million in total assets and $2.14 million in total
liabilities. The petition was signed by Scott W. Triplett,
president. Judge David S. Kennedy presides over the case. Steven
N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, serves as
the Debtor's bankruptcy counsel.
MUSCLEPHARM CORP: Incurs $1.97 Million Net Loss in Third Quarter
----------------------------------------------------------------
MusclePharm Corporation has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.97 million on $27.38 million of net revenue for the three
months ended Sept. 30, 2018, compared to a net loss of $2.12
million on $24.39 million of net revenue for the three months ended
Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $5.35 million on $81.03 million of net revenue compared
to a net loss of $8.42 million on $76.59 million of net revenue for
the same period a year ago.
Gross margin for the third quarter of 2018, was 32%, down from 33%
for the third quarter of 2017. Gross margin was marginally
impacted during the quarter due to a large promotional event with
Costco during the quarter, offset by improved per unit pricing and
lower whey protein costs.
Advertising and promotion expenses for the third quarter of 2018
were $3.6 million, compared with $2.0 million for the third quarter
of 2017, with the increase primarily related to costs associated
with in-store support and advertising initiatives with key partners
as the Company continues to invest in the relationships with our
largest customers. Salaries and benefits expenses for the third
quarter of 2018 were $1.9 million, down 29.7% from $2.6 million for
the third quarter of 2017, with the decrease due primarily to lower
stock-based compensation expense and a reduction in headcount.
Selling, general and administrative expenses for the third quarter
of 2018 were $3.0 million, down 14% from $3.5 million for the third
quarter of 2017, with the decrease related to lower office,
depreciation and amortization, board of directors and information
technology expenses. Research and development expenses were
$185,000 and $199,000 for the third quarters of 2018 and 2017,
respectively. Professional fees for the third quarter of 2018 were
$0.4 million down from $1.0 million for the prior-year period, due
mainly to lower legal fees.
In the third quarter of 2018 the Company recorded a $0.7 million
impairment on assets related to the subleasing of the Company's
former headquarters. Interest and other expense, net, for the
third quarter of 2018 was $1.0 million, compared with $0.9 million
for the third quarter of 2017, with the increase primarily due to
interest-related expenses and the amortization of related-party
debt discount.
As of Sept. 30, 2018, the Company had $28.34 million in total
assets, $45.82 million in total liabilities, and a total
stockholders' deficit of $17.47 million.
Cash and equivalents were $1.7 million as of Sept. 30, 2018.
"Q3 represents our fourth consecutive quarter of sequential revenue
growth and improved operating results, after excluding a one-time
non-cash impairment, from prior year, demonstrating continued
progress toward our goal of sustained growth and profitability. We
continue to see significant returns from our investments with our
trade partners and online marketing platforms," said Ryan Drexler,
chairman, CEO and president of MusclePharm.
"In addition to previously reported customer wins, I am proud to
highlight that we have expanded our assortment in Walgreens and
upgraded our offerings at Costco," he added.
"We are also very pleased to announce expanded distribution of our
natural series of products with Whole Foods Market, where we expect
to launch in store in early 2019."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/7Mdwy7
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.muslepharm.com/-- develops,
manufactures, markets and distributes branded nutritional
supplements. Its portfolio of recognized brands includes
MusclePharm Sport Series, Essential Series and FitMiss, as well as
Natural Series, which was launched in 2017. These products are
available in more than 100 countries worldwide. MusclePharm is an
innovator in the sports nutrition industry with clinically proven
supplements that are developed through a six-stage research process
utilizing the expertise of leading nutritional scientists,
physicians and universities.
MusclePharm incurred a net loss of $10.97 million in 2017 compared
to a net loss of $3.47 million in 2016. As of June 30, 2018, the
Company had $30.39 million in total assets, $46.01 million in total
liabilities and a total stockholders' deficit of $15.61 million.
NORTHCREST INC: Fitch Rates Series 2018A/B Bonds 'BB+'
------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the following bonds to
be issued by the Iowa Finance Authority on behalf of Northcrest,
Inc.:
-- $41.75 million senior housing revenue bonds, series 2018A;
-- $13.3 million entrance fee principal redemption bonds, series
2018B.
Bond proceeds will refund existing debt, construct 48 new
independent living units (ILU), build a new 32 unit assisted living
facility, construct a new 24 bed replacement nursing facility (NF),
renovate and expand common areas, and fund a capitalized interest
account and debt service reserve fund. The bonds are expected to
sell via negotiation during the week of Dec. 3, 2018.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a pledge of gross revenues, mortgage on
Northcrest's property and a debt service reserve fund.
KEY RATING DRIVERS
HIGH LONG-TERM LIABILITY PROFILE: Upon issuance of the series 2018
bonds, Northcrest will have a high long-term liability profile.
Pro-forma maximum annual debt service of about $2.8 million amounts
to an elevated 37.4% of 2017 revenues, which is reflective of
below-investment-grade credits. Pro-forma permanent debt to net
available is also very high and measured 27.5x for 2017. Fitch
expects Northcrest's long-term liability profile to moderate due to
the additional revenues and cash flows from its large expansion
project.
LARGE EXPANSION PLAN: Northcrest is undertaking a sizable expansion
project that includes unit additions and renovations of existing
facilities. Total project costs are approximately $40.9 million and
will be funded with bond proceeds and a $2 million equity
contribution. About $13.3 million of the debt (the series 2018B
bonds) will be repaid with proceeds from the sale of new ILUs. As
of Nov. 6, 2018 about 65% of the new ILUs have been presold with a
10% deposit. The rating reflects the typical construction and
fill-up risks such as timing delays, cost overruns and occupancy
levels that lag projections.
GOOD OPERATING PROFILE: Northcrest operates in a good service area
with favorable economic indicators, solid demographics and a
moderate competitive environment. These factors have led to strong
residential living demand with ILU occupancy averaging 98% over the
past five years. This is somewhat offset by Northcrest's modest
operations with just 164 total units and $7.4 million of revenues
that could make them more susceptible to changing business
conditions.
SOLID HISTORICAL FINANCIAL PROFILE: Northcrest's consistent demand
trends and strong financial management practices has resulted in a
solid financial profile. During 2013-2017, Northcrest's 97.7%
average operating ratio was very good given its life care resident
agreements. Impressively, the operating ratio steadily declined in
each of the past two years and measured 92.3% in 2017. Northcrest's
liquidity position is robust, with $19.3 million of unrestricted
cash and investments amounting to 1,264 days cash on hand (DCOH) as
of June 30, 2018.
RATING SENSITIVITIES
PROJECT MANAGEMENT: The rating incorporates the risks related to
the expansion project. Construction delays, cost overruns, higher
than expected working capital requirements, and occupancy and
fill-up levels that lag projections could pressure the rating.
FINANCIAL PROFILE: Given the scope and timing of the expansion
project, upward rating movement is not anticipated during the
outlook period. Should Northcrest's financial profile weaken during
the construction and fill-up period there could be negative rating
action.
CREDIT PROFILE
Northcrest is a Type A (life care) continuing care retirement
community (CCRC) with 110 ILUs (42 townhomes and 68 apartments), 14
memory care units and a 40-bed nursing facility (NF). Northcrest's
NF does not accept Medicaid or Medicare, but its on-campus
residents have access to short-term rehabilitation and therapy
services provided by an outside contractor. Northcrest opened in
1965 and is located on about 27 acres approximately 35 miles north
of Des Moines, IA in Ames.
Residents are offered life care contracts with entrance fees that
become non-refundable after 50 months of occupancy. Any refunds
that would be paid prior to full amortization are subject to
payment of a new entrance fee by the next resident to occupy the
vacated unit. If a resident can no longer live independently,
Northcrest provides nursing care in the NF at a cost not to exceed
the then current rate, which the resident pays in their ILU.
Additional charges are made for meals and any medication or special
supplies that a resident may require.
Northcrest is governed by a board of directors, which currently
consists of nine members who serve staggered terms of three years
and could serve up to two terms successively. Northcrest's only
affiliated entity is the Northcrest Foundation (Foundation). The
Foundation was created in 2000 for the sole purpose of receiving
and administering contributions and gifts on behalf of Northcrest.
The Foundation's board of directors must include 60% of its members
from the Northcrest board and are managed by the same executive
staff. Both Northcrest and the Foundation are obligated group
members and Fitch's analysis and all figures cited in this press
release reflect the consolidated entity. During fiscal 2017, the
consolidated entity generated $7.4 million of total operating
revenues and held $37.6 million of total assets.
ONE HUNDRED FOLD: Flood Insurance Proceeds to Offset Secured Claims
-------------------------------------------------------------------
One Hundred Fold II, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Louisiana an amended Chapter 11 disclosure
statement in support of its proposed amended plan of
reorganization.
The plan provides for the payment of creditors by a combination of
sale, offset of applicable flood insurance proceeds, and
satisfaction of general unsecured claim to an extent dependent on
the election by creditors for settlement of claims or installment
notes.
The Debtor anticipates for an action to commence no later than
December 1, 2018 by federal proceedings to recover in excess of
$500,000.00 of outstanding flood insurance proceeds involving
secured claims of more than a dozen national mortgage claims
against the debtor's immovable properties. The Debtor projects the
total of the insurance proceeds should exceed the balance of the
secured claims.
The unsecured portion of some of the claims held by national
lenders is proposed to be paid by settlement or in equal monthly
installments evidenced by newly issued promissory notes to the
creditors. It is anticipated that these creditors may prefer not to
receive note payments on the unsecured portion of their claim and
may elect more efficient methods of debt resolution under the plan
including the settlement of claims. Alternatively, there are
multiple areas of litigation to be pursued by the debtor with
regard to the flood insurance proceeds and creditors' prepetition's
handling of the loans.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/lamb18-10313-151.pdf
A full-text copy of the Amended Plan is available at:
http://bankrupt.com/misc/lamb18-10313-152.pdf
The Debtor is represented by:
Pamela Magee, Esq.
PAMELA MAGEE
Baton Rouge, LA 70821
Tel: (225) 367-4662
Email: pam@AttorneyPamMagee.com
About One Hundred Fold II
One Hundred Fold II, LLC, is a privately held company in Baton
Rouge, Louisiana that leases real estate properties. One Hundred
Fold II, LLC, filed a Chapter 11 petition (Bankr. M.D. La. Case No.
18-10313) on March 24, 2018. In the petition signed by Jerry L.
Baker, Jr., manager, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Judge Douglas
D. Dodd presides over the case. Attorney Pamela Magee LLC is the
Debtor's counsel.
PEORIA DAY SURGERY: Taps Rafool Bourne as Legal Counsel
-------------------------------------------------------
Peoria Day Surgery Center, Ltd., seeks approval from the U.S.
Bankruptcy Court for the Central District of Illinois to hire
Rafool, Bourne & Shelby, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiation with its
creditors; and provide other legal services related to its Chapter
11 case.
Rafool charges an hourly fee of $300. The firm received from the
Debtor a $25,000 retainer, including the filing fee of $1,717.
Sumner Bourne, Esq., at Rafool, disclosed in a court filing that he
and his firm are "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Sumner A. Bourne, Esq.
Rafool, Bourne & Shelby P.C.
411 Hamilton Blvd, Suite 1600
Peoria, IL 61602
Phone: (309) 673-5535
Fax: (309) 673-5537
E-mail: sbnotice@mtco.com
About Peoria Day Surgery Center
Peoria Day Surgery Center, Ltd. --
http://www.peoriadaysurgerycenter.com/-- is a surgery center in
Peoria, Illinois, serving patients who require surgical treatment.
PDSC uses the same surgical, anesthesia, and recovery room
procedures that are found in a hospital. But unlike most hospital
procedures, the patient is usually allowed to return home after
surgery, making recovery easier and more comfortable.
PDSC was founded in 1978. It is licensed with the state of
Illinois, certified by Medicare and IDPH, and participates in
Caterpillar, United Healthcare, BC/BS, Health Alliance/Cat, PHCS
and many other insurance plans. PDSC is accredited with the
AAAHC.
PDSC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Ill. Case No. 18-81615) on Oct. 29, 2018. In the
petition signed by Justin R. Ahlman, president, the Debtor
estimated assets of less than $1 million and liabilities of $1
million to $10 million. The case has been assigned to Judge Thomas
L. Perkins. The Debtor tapped Rafool Bourne as its legal counsel.
PINECREST ACADEMY OF NEVADA: S&P Rates 2018A/B Revenue Bonds 'BB+
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term rating to Arizona
Industrial Development Authority's series 2018A (tax-exempt) and
2018B (taxable) education revenue bonds, issued for Pinecrest
Academy of Nevada. The outlook is stable.
"The rating reflects our group rating methodology, published Nov.
19, 2013, on RatingsDirect, and the rating analysis encompasses the
entire Pinecrest Academy of Nevada organization given the direct
control and oversight over all campuses by a common board. The
rating reflects our group credit profile on Pinecrest Academy and
our view that the three schools that are obligated to support the
bonds are core to the organization," said S&P Global Ratings credit
analyst Robert Tu. "The rating further reflects our view of the
academy's solid demand with rapid enrollment growth, excellent
academic performance and good relationship with its authorizer,"
Mr. Tu added.
More specifically, the rating reflects S&P's opinion of the
academy's:
-- Limited track record coupled with rapid expansion, leading to
potential operational risk;
-- Low days' cash on hand for the rating level, with 55 days' as
of June 30, 2018, though we expect this to improve in fiscal 2019;
Future expansion and debt issuance plans, which inherently poses
some uncertainties and risks; and
-- Risk, as with all charter schools, that the charter authorizer
could close the school for nonperformance of its charter or
financial distress prior to the bonds' final maturity.
Partly offsetting the above weaknesses, in S&P's view, are
Pinecrest Academy's:
-- Healthy demand and enrollment growth supported by a sufficient
wait list;
-- Excellent academic performance with all schools in the network
receiving a five-star rating based on Nevada's School Performance
Framework for 2017 and 2018;
-- History of positive operating performance, generating
sufficient pro forma lease-adjusted MADS coverage based on 2018
audited figures, which is expected to improve in fiscal 2019; and
-- Good relationship with the authorizer, which characterizes
Pinecrest as a high performing charter school.
The series 2018 bonds are secured by revenue of the obligated
group, which includes the Horizon, Inspirada, and St. Rose campus.
The approximately $43.4 million series 2018A and series 2018B bonds
will be used to acquire the facilities of the three aforementioned
campuses.
Pinecrest Academy operates four campuses in the Las Vegas area, all
under the same charter. The first campus, Horizon, opened in the
2012-2013 academic year and the school has quickly expanded to
three more campuses growing enrollment to over 4,000 students in
kindergarten through 11th grade (K-11), although a majority of its
campuses are K-8. The school utilizes a common core curriculum, but
also offers a STEAM (Science, Technology, Engineering, Arts and
Mathematics) program. In 2018, Pinecrest Inspirada received the
governor's designation of "Nevada STEM School".
Regarding future plans, management has informed us that the school
is considering purchasing its Cadence facility over the next year.
Additionally, the school plans to expand to an additional campus
Sloan Canyon in fall 2019 that will serve students from K-12. S&P
said, "We understand the facility will be financed through a
separate bond issuance that is not rated. While we believe the
additional debt and expansion plans could expose Pinecrest to
growth risk with the potential to increase pressure on its credit
profile, we note that the school has a history of executing its
expansion plans successfully. We believe Pinecrest has some
additional debt capacity given its historical coverage levels and
the assumptions surrounding additional revenues from corresponding
enrollment growth."
PLASTIC2OIL INC: Incurs $525.6K Net Loss in Third Quarter
---------------------------------------------------------
Plastic2Oil, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $525,637 for the three months ended Sept. 30, 2018, compared to
a net loss of $528,095 for the three months ended Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $1.62 million compared to a net loss of $880,457 for
the same period a year ago.
As of Sept. 30, 2018, the Company had $1.53 million in total
assets, $15.21 million in total liabilities, and a total
stockholders' deficit of $13.68 million.
Cash used in operations was approximately $495,393 and $8,650 for
the nine months ended Sept. 30, 2018 and 2017, respectively. In
2018 and 2017 cash was mainly used to continue funding the minimum
operating costs.
Cash flow provided from investing activities was approximately
$100,524, and cash flow used by of $75, for the nine months ended
Sept. 30, 2018 and 2017, respectively, and was attributed to the
release of a cash bond for fuel oil taxes that released the
reserved cash for 2018.
Cash flow from financing activities was approximately $252,930 and
$85,913, for the nine months ended Sept. 30, 2018 and 2017,
respectively. For 2018 and 2017, these amounts were mainly driven
by the proceeds sale of property in Ontario, Canada and amounts
received from short-term notes from related parties, respectively.
"We do not have sufficient cash to operate our business, which has
forced us to suspend our operations until such time as we receive a
capital infusion or cash advances on the sale or license of our
processors and or related technology," said the Company in the SEC
filing. "We intend to source additional capital through the sale
of our equity and debt securities and other financing methods. We
plan to use the cash proceeds from any financing to either complete
the repairs on Processors #3 to resume production of fuels for
pilot runs and customer demonstrations and or review other options
including but not limited to licensing intellectual property and or
pursuing other operational alternatives that may become available
to management as we review the options available to the Company.
At September 30, 2018, we had a cash balance of $94,342. Our
principal sources of liquidity in 2018 were the proceeds of secured
promissory notes and the elimination of the cash security we placed
against our fuel oil sale tax bond."
The Company's processors are currently idle and, thus, it is not
producing fuel or generating fuel sales or processor sales. The
Company said its current cash levels are not sufficient to enable
it to make the required repairs to its processors or to execute its
business strategy. As a result, the Company intends to seek
significant additional capital through the sale of its equity and
debt securities and other financing methods to enable us to make
the repairs, to meet ongoing operating costs and reduce existing
liabilities. The Company also intends to seek cash advances or
deposits under any new processor sale agreements and/or related
technology licenses. Management currently anticipates that the
processors will remain idle until the company can raise additional
capital. While management has recently secured additional debt
financing to attempt to re-initiate the limited production of
processing used fuel oils and plastic films, management cannot
determine if it will be successful and or if additional capital
will be required to be successful. Due to the many factors and
uncertainties involved in capital markets transactions, there can
be no assurance that we will raise sufficient capital to allow the
Company to resume operations in 2018, or at all. In the interim,
the Company anticipates that its level of operations will continue
to be nominal, although it plans to continue to market its P2O
processors with the intention of making P2O processor sales and
technology licenses, along with attempting to restart fuel oil
processing.
"Our limited capital resources, lack of revenue and recurring
losses from operations raise substantial doubt about our ability to
continue as a going concern and may adversely affect our ability to
raise additional capital. The financial statements do not include
any adjustments that might be necessary if we are unable to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/BwyRWG
About Plastic2Oil
Plastic2Oil, Inc. is an innovative North American fuel company that
transforms unsorted, unwashed waste plastic into ultra-clean,
ultra-low sulphur fuel without the need for refinement. The
Company's patent-pending Plastic2Oil (P2O) is a proprietary,
commercially viable, and scalable process designed to provide
immediate economic benefit for industry, communities, and
government organizations faced with waste plastic recycling
challenges.
Platic2Oil incurred a net loss of $1.47 million in 2017 and a net
loss of $5.70 million in 2016. As of June 30, 2018, Plastic2oil
had $1.52 million in total assets, $14.64 million in total
liabilities and a total stockholders' deficit of $13.11 million.
In their report dated April 2, 2018 with respect to the Company's
consolidated financial statements for the years ended Dec. 31,
2017, D. Brooks and Associates CPA's, P.A., in Palm Beach Gardens,
Florida, the Company's independent registered public accounting
firm since 2014, expressed substantial doubt about the Company's
ability to continue as a going concern. The auditors stated that
the Company has incurred operating losses, has incurred negative
cash flows from operations and has a working capital deficit.
These and other factors raise substantial doubt about the Company's
ability to continue as a going concern.
PRANA YOGA: Gets Court Approval for Disclosure Statement
--------------------------------------------------------
Prana Yoga, LLC is now a step closer to emerging from Chapter 11
protection after a bankruptcy judge approved the outline of its
plan of reorganization.
Judge Robert Grant of the U.S. Bankruptcy Court for the Northern
District of Indiana on Nov. 8 gave the thumbs-up to the disclosure
statement, allowing the company to start soliciting votes from
creditors.
Under the proposed plan, creditors holding Class 6 unsecured claims
will receive the sum of $1,000 annually, which will be paid for
three successive years commencing one year after confirmation of
the plan. Class 6 is impaired.
About Prana Yoga
Prana Yoga, LLC, filed a Chapter 11 petition (Bankr. N.D. Ind. Case
No. 18-10819) on May 8, 2018. It is organized in the state of
Indiana and operates a yoga instruction and training studio in Fort
Wayne, IN. In the petition signed by Danielle M. McGuire, member,
the Debtor estimated at least $50,000 in assets and $100,001 to
$500,000 in liabilities. The Debtor is represented by Daniel J.
Skekloff, Esq. at Haller & Colvin, PC.
PRESCRIPTION ADVISORY: Nov. 26 Meeting Set to Form Creditors' Panel
-------------------------------------------------------------------
Andy Vara, Acting United States Trustee, for Region 2, will hold an
organizational meeting on November 26, 2018, at 10:00 a.m. in the
bankruptcy case of Prescription Advisory Systems & Technology,
Inc..
The meeting will be held at:
Delaware State Bar Association
405 King Street, 2nd Floor
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Prescription Advisory
Prescription Advisory Systems & Technology, Inc. --
https://pastrx.com -- is a privately held company that developed a
prescription software to deal with prescription overdose epidemic.
Prescription Advisory Systems & Technology, Inc. sought bankruptcy
protection on November 13, 2018 (Bankr. D. Del. Lead Case No. Case
No. 18-12601). The petition was signed by Richard G. Bunker, Jr.,
CEO.
The Debtor has total estimated assets of $0 to $50,000 and total
estimated liabilities of $1 million to $10 million.
The Debtor tapped Bielli & Klauder, LLC as general counsel.
PRO LOGGING INC: Transfer of Real Estate Title to Pro South Okayed
------------------------------------------------------------------
Judge Selene D. Maddox of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized Pro Logging, Inc.'s
transfer of title to any and all real estate owned to Pro South,
Inc. to Pro South.
The transfer is free and clear of all liens -- subject to the
provisions of this Order and bench ruling -- simultaneously and in
conjunction with the closing of the transfer and subsequent payoff
and satisfaction of the secured liens of Regions Bank and the
Department of Treasury, the IRS in those negotiated settlement
amounts as represented in the record by the parties.
The requested waiver of the 14-day stay is granted and accordingly,
the effectiveness of the Order will be immediate as provided for
under the Federal Rules of Bankruptcy Procedure 6004(h). The
appeal deadline is shortened to l2:00 noon on Nov. 12, 2018.
The order will be self-executing as to the satisfaction and
cancellation of all tax liens, which may be filed in the records by
the Department of Treasury, the IRS which are representative of the
tax debt(s) being satisfied. Further, the Order will be
self-executing as to the satisfaction and cancellation of all
Mortgage Deed of Trust liens in favor of Regions Bank which attach
to the subject property as described in Attachment A.
A copy of the Attachment A attached to the Order is available for
free at:
http://bankrupt.com/misc/Pro_Logging_131_Order.pdf
About Pro Logging
Pro Logging, Inc., filed a Chapter 11 petition (Bankr. N.D. Miss.
Case No. 18-12388) on June 20, 2018. In the petition signed by
Russell Stites, president, the Debtor estimated less than $50,000
in assets and less than $1 million in liabilities. Schneller &
Lomenick, P.A., led by name partner Karen B. Schneller, is the
Debtor's counsel.
PURE AGROBUSINESS: Taps Dbbmckennon as Accountant
-------------------------------------------------
Pure Agrobusiness, Inc., and its affiliates received approval from
the U.S. Bankruptcy Court for the District of Colorado to hire
Dbbmckennon as their accountant.
The services to be provided by the firm include the preparation of
federal and state tax returns, litigation support, and auditing
services. Dbbmckennon will charge these hourly fees:
Russ Boyer $250
Gary Craig $250
Michael Mckennon $300
Kevin Saenz $175
Ryan Kalenka $150
Karine Bedrosian $150
Collin Campbell $125
Russ Boyer, a certified public accountant employed with
dbbmckennon, disclosed in a court filing that the firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
Dbbmckennon can be reached through:
Russ Boyer
Dbbmckennon
16959 Bernardo Center Drive, Suite 202
San Diego, CA 92128
Phone: (858) 217-4035
Fax: (949) 200-3281
About Pure Agrobusiness
Pure Agrobusiness, Inc., is a holding company devoted to the
organic growth of its existing divisions, including retail and
wholesale, and to the acquisition, consolidation and integration of
hydroponic retail stores throughout the United States. It supplies
lighting products, fertilizer and nutrient products, controllers
and technology products, environment control equipment, and
grow-mediums to the medical and recreational cannabis industry as
well as to the indoor horticulture and specialty crop market.
Way to Grow, Inc. and Green Door Hydro and Solar Electric, Inc. are
subsidiaries of Pure Agrobusiness. Way to Grow, Inc., is a
supplier in the hydroponics market with over six strategic
locations in Colorado while Green Door is a hydro shop in downtown
Los Angeles.
Pure Agrobusiness, Way to Grow, and Green Door sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos.
18-14334, 18-14330 and 18-14333) on May 18, 2018. The cases are
jointly administered under Case No. 18-14330. In the petitions
signed by CEO Richard Byrd, each of the Debtors estimated $500
million to $1 billion in assets and $500 million to $1 billion in
liabilities.
The cases have been assigned to Judge Michael E. Romero.
The Debtors tapped Kutner Brinen, P.C., as their legal counsel.
QUANTUM WELLNESS: Confirmation Plan Trial Set for Dec. 10
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona on Nov. 8
approved the supplemental disclosure statement filed by Quantum
Wellness Botanical Institute, LLC in support of its proposed
Chapter 11 plan of reorganization.
The court order set Nov. 27 as the deadline for submitting ballots
changing a vote from an acceptance to a rejection of the plan, and
a Nov. 30 deadline for filing a written report of the balloting.
A trial on confirmation of the plan is scheduled for Dec. 10, at
10:00 a.m.
The Supplemental Disclosure Statement proposed that:
-- the payment of Administrative Expenses incurred by
professionals of their Pro Rata share of $75,000 on the Effective
Date with the balance in monthly payments following confirmation in
the maximum amount of $20,000 a month in 2019 and $30,000 a month
in 2020;
-- the payment of Priority Claims and the payment of Allowed
Claims in an amount of $3,000.00 or less claims, in equal monthly
payments over a period of six months starting on the first month
following the post-Effective Date payment to the Secured Creditor
Opus of a total of $750,000, estimated to be in April of 2021;
-- the payment of the Opus Secured Claim of $75,000 on the
Effective Date and payments over a period of three years with a
balloon payment;
-- the payment of the American Express Secured Claim in the
amount of $72,000 with $24,000 paid in 12 monthly installments of
$2,000 commencing on the date that payments are first made to Class
6 claims plus monthly payments of $2,000 after Opus has been paid
in full, no payment to the seller;
-- the payment of unsecured creditor claims their Pro Rata share
of the sum of $101,000 in monthly payments following the payment of
classes 1 and 2 (estimated to be in October of 2021); and
-- the retention of the equity interests in exchange for a new
value contribution of $200,000.
The Plan is funded by the New Value Contribution and revenue from
the Debtor's business operations.
A copy of the Supplemental Disclosure Statement is available at
https://tinyurl.com/y946yvpf from PacerMonitor.com at no charge.
About Quantum Wellness
Quantum Wellness Botanical Institute, LLC --
http://quantumwellnessbotanicalinstitute.com/-- is a producer of
plant-based nutritional supplements based in Scottsdale, Arizona.
Quantum Wellness sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-13721) on Nov. 17,
2017. In the petition signed by CEO Fred Auzenne, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Eddward P. Ballinger Jr. presides over the case. Littler PC
is the Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's Chapter 11 case.
QUEST PATENT: Incurs $443,000 Net Loss in Third Quarter
-------------------------------------------------------
Quest Patent Research Corporation has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $443,063 on $6,050 of revenues for the three months
ended Sept. 30, 2018, compared to a net loss of $137,937 on
$577,846 of revenues for the three months ended
Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $1.27 million on $7.06 million of revenues compared to
a net loss of $707,618 on $1.22 million of revenues for the same
period during the prior year.
As of Sept. 30, 2018, Quest Patent had $2.19 million in total
assets, $5.89 million in total liabilities and a total
stockholders' deficit of $3.69 million.
At Sept. 30, 2018, the Company had current assets of approximately
$46,000, and current liabilities of approximately $5,143,000. Its
current liabilities include $4,253,000 due to United Wireless,
$100,000 payment due to Intellectual Ventures on account of the
purchase price of the patent portfolios the Company purchased from
IV 34/37 and loans payable of $163,000 and accrued interest of
approximately $277,000 due to former directors and minority
stockholders. As of Sept. 30, 2018, the Company has an accumulated
deficit of approximately $17,820,000 and a negative working capital
of approximately $5,097,000. Other than salary to our chief
executive officer and expenses, primarily legal and accounting,
relating to its status as a public company, the Company does not
contemplate any other material operating expense in the near future
other than normal general and administrative expenses.
Quest Patent said, "We cannot assure you that we will be successful
in generating revenues, in obtaining additional debt or equity
financing or that such additional debt or equity financing will be
available on terms acceptable to us, if at all, or that we will be
able to obtain any third-party funding in connection with any of
our intellectual property portfolios. We have no credit
facilities.
"We have an agreement with a funding source which is providing
litigation financing in connection with our pending litigation
relating to our mobile data portfolio, and we have two agreements
with a second funding source which is providing litigation
financing in connection with our pending litigation relating to our
power management/bus control and anchor structure portfolios. We
cannot predict the success of any pending or future litigation.
"Our obligations to United Wireless are not contingent upon the
success of any litigation. If we fail to generate a sufficient
recovery in any of our pending actions (net of any portion of any
recovery payable to the funding source or our legal counsel) in a
timely manner to enable us to meet our obligations to United
Wireless on the loans made to us, we would be in default under our
agreements with United Wireless which could result in United
Wireless foreclosing on the patent rights which secure the debt,
which may result in the loss by our subsidiaries that own the
patents of their rights to the patents, which will further reduce
our ability to generate revenue and we may be unable to continue in
business. Our agreements with the funding sources provide that the
funding sources will participate in any recovery which is
generated. We believe that our financial condition, our history of
losses and negative cash flow from operations, and our low stock
price make it difficult for us to raise funds in the debt or equity
markets."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/6YPXQU
About Quest Patent
Quest Patent Research Corporation is an intellectual property asset
management company. The Company's principal operations include the
development, acquisition, licensing and enforcement of intellectual
property rights that are either owned or controlled by the Company
or one of its wholly owned subsidiaries. The Company currently
owns, control or manage eight intellectual property portfolios,
which principally consist of patent rights.
Quest Patent incurred a net loss of $1.16 million in 2017 following
a net loss of $956,000 in 2016.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2013, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended Dec. 31, 2017
stating that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.
RELIABLE GALVANIZING: Taps Golding Law Offices as Legal Counsel
---------------------------------------------------------------
Reliable Galvanizing Company seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire The
Golding Law Offices, P.C. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; examine and investigate claims against the Debtor;
assist in the preparation of a plan of reorganization; and provide
other legal services related to its Chapter 11 case.
Golding charges these hourly fees:
Richard Golding $490
Jonathan Golding $390
Paralegals $190
Prior to its bankruptcy filing, the Debtor paid the firm a retainer
of $4,783.
Golding and its employees are "disinterested" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Jonathan D. Golding, Esq.
Richard N. Golding, Esq.
The Golding Law Offices, P.C.
500 N. Dearborn Street, 2nd Floor
Chicago, IL 60610
Tel: (312) 832-7892
Fax: (312) 755-5720
Email: jgolding@goldinglaw.net
Email: rgolding@goldinglaw.net
About Reliable Galvanizing Company
Reliable Galvanizing Company operates as an iron and steel metal
fabrication company. Serving the Midwest for over 35 years,
Reliable Galvanizing offers a process of corrosion protection
consisting of dipping steel into a bath of molten zinc producing a
progressive zinc and iron alloy layer on the surface.
Reliable Galvanizing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-29503) on Oct. 19,
2018. In the petition signed by Michael Eisner, president, the
Debtor disclosed $914,187 in assets and $1,022,052 in liabilities.
The case has been assigned to Judge LaShonda A. Hunt. The Debtor
tapped The Golding Law Offices, P.C. as its legal counsel.
RESIDENTIAL FUNDING: FCMC, et al., Bid to Dismiss Suit Tossed
-------------------------------------------------------------
District Judge William H. Orrick denied the Defendants' motion to
partially dismiss the case captioned RESCAP LIQUIDATING TRUST,
Plaintiff, v. FIRST CALIFORNIA MORTGAGE COMPANY; CHRISTOPHER HART;
DENNIS HART; ELIZABETH HARTARMSTRONG; DAVID ARMSTRONG; SEAGULL
SERVICES, LLC; FIRST CALIFORNIA LENDING SOLUTIONS; HART FAMILY
FOUNDATION; D.M.H. FAMILY LIMITED PARTNERSHIP; TIVOLI ASSET
MANAGEMENT, INC., Defendants, Case No. 18-cv-03283-WHO (N.D.
Cal.).
Plaintiff Rescap Liquidating Trust is an express Delaware statutory
trust and the successor-in-interest of Residential Funding Company,
LLC, a party to the Amended Settlement Agreement at issue in this
suit.
Against all defendants, Rescap brings claims for (1) avoidance and
recovery of intentionally fraudulent conveyance, (2) avoidance and
recovery of constructively fraudulent transfers, and (6)
conversion. Against the Individual Defendants, Rescap brings claims
for (3) intentional interference with contract, (4) intentional
interference with prospective economic advantage, and (5) negligent
interference with prospective economic advantage.
Rescap accuses Defendant First California Mortgage Company ("FCMC")
and various officers and owners of FCMC of fraudulently
transferring funds from FCMC to avoid paying Rescap pursuant to a
prior settlement agreement. Defendants move to dismiss on a variety
of grounds that are not well taken. Importantly, they argue that
Rescap cannot seek funds transferred prior to the date of the
settlement agreement because of the agreement's release provision,
but the scope of the release provision does not encompass the
allegedly fraudulent transfers. They also argue that the agent's
immunity rule or their status as third-party beneficiaries protects
them from suit, that there was no special relationship between the
individuals and Rescap, that Rescap's economic interference claims
are duplicative, that the individuals owed no duty of care, and
that Rescap failed to state a claim for conversion. None of these
arguments hold water, particularly at the motion to dismiss stage.
Defendants contend that Rescap's causes of action based on
interference by the Individual Defendants must fail because a party
may not interfere with a contract to which it is a party and agents
cannot be held liable for interference when acting for and on
behalf of the corporation for which they are agents. Mot. 15-16.
But taking the facts alleged by Rescap as true, there can be no
question that the alleged conduct by the Individual Defendants to
siphon away FCMC's assets to themselves and the Affiliate
Defendants was not done for, or on behalf of, FCMC. Compl. If
proven, the Individual Defendants acted for their own benefit in
conducting the allegedly fraudulent transfer scheme as FCMC was
insolvent at the times of the transfers, or made insolvent because
of them.
Defendants argue that Rescap has failed to allege that the
Individual Defendants acted outside the scope of their authority.
Rescap need not use the magic words "scope of authority" in the
complaint in order to withstand a motion to dismiss. It need only
plead facts that show the Individual Defendants acted outside of
their authority. Rescap has done so here as it is necessarily
outside the scope of an agent's authority to engage in a fraudulent
transfer scheme that renders the principal insolvent. Defendants'
motion to dismiss the Individual Defendants under the agent's
immunity rule is denied.
Defendants argue that the interference claims predating the
Settlement Agreement fail because under California law, the
"relationship" that forms the basis of the intentional interference
tort must have existed at the time of the allegedly tortious
conduct. They assert that the Settlement Agreement is the source of
Rescap's relationship with the Individual Defendants.
Rescap's relationship with the Individual Defendants was not
hypothetical when the allegedly fraudulent transfers began to take
place in June 2014. Compl. Rescap and the Individual Defendants
were parties to the Minnesota Litigation starting in December 2013.
Rescap alleges that while the litigation was pending and the
parties to the Minnesota Litigation were negotiating the Settlement
Agreement, the Individual Defendants began transferring FCMC's
assets to themselves and the Affiliate Defendants. The Court finds
that at the start of the Minnesota Litigation, Rescap's
relationship with the Individual Defendants was not hypothetical
and that Rescap has sufficiently alleged that it reasonably
expected to receive an economic benefit from the Individual
Defendants in either damages or in the form of settlement payments.
Defendants' motion to dismiss based on there being no relationship
between Rescap and the Individual Defendants before the execution
of the Settlement Agreement is denied.
Defendants also argue that Rescap has failed to state a claim for
negligent interference with economic advantage because Rescap has
not identified a duty owed by the Individual Defendants to Rescap,
nor any negligent conduct
Rescap has sufficiently alleged that the Individual Defendants were
all officers of FCMC. Hart was the former CEO and President of
FCMC. Kamin Hart is the current CEO and President of FCMC..
Armstrong-Hart is the Secretary of FCMC. Armstrong was the
executive vice president and chief operating officer of FCMC.
Rescap has alleged that the Individual Defendants diverted assets
to themselves and the Affiliated Defendants they controlled. These
allegations are sufficient to find that the Individual Defendants
owed Rescap a duty under the trust-fund doctrine for the purposes
of this motion.
Additionally, while much of the conduct described in the Complaint
appears to be intentional conduct, Rescap has pleaded sufficient
facts to state a claim for negligent interference with prospective
economic advantage.
A copy of the Court's Order dated Oct. 25, 2018 is available at
https://bit.ly/2QHbRlD from Leagle.com.
ResCap Liquidating Trust, a Delaware statutory trust, Plaintiff,
represented by Jennifer Connors Hayes, Finestone Hayes LLP &
Anthony P. Alden -- anthonyalden@quinnemanuel.com -- Quinn Emanuel
Urquhart & Sullivan LLP.
First California Mortgage Company, Defendant, represented by
Spencer Paul Scheer -- sscheer@scheerlawgroup.com -- Scheer Law
Group, LLP, Edward Egan Smith -- esmith@steyerlaw.com -- Steyer
Lowenthal Boodrookas Alvarez & Smith LLP, Jonathan Seigel --
jseigel@scheerlawgroup.com -- Scheer Law Group, LLP, Joshua Louis
Scheer -- jscheer@scheerlawgroup.com -- Scheer Law Group, LLP &
Reilly Dennis Wilkinson -- rwilkinson@scheerlawgroup.com -- Scheer
Law Group, LLP.
Christopher Hart, Dennis Hart, Elizabeth Hart-Armstrong, David
Armstrong, Seagull Services, LLC, First California Lending
Solutions, Hart Family Foundation, D.M.H. Family Limited
Partnership & Tivoli Asset Management, Inc., Defendants,
represented by Edward Egan Smith , Steyer Lowenthal Boodrookas
Alvarez & Smith LLP.
RUMSEY LAND: Court Grants RLH, SNRP Summary Judgment Bid
--------------------------------------------------------
In the case captioned RUMSEY LAND COMPANY, LLC, Plaintiff, v.
RESOURCE LAND HOLDING, LLC, SORIN NATURAL RESOURCE PARTNERS, LLC,
and PUEBLO BANK AND TRUST COMPANY, LLC, Defendants, Civil Action
No. 16-cv-02117-CMA-SKC (D. Colo.), District Judge Christine M.
Arguello granted Defendants Resource Land Holding, LLC, and Sorin
Natural Resource Partners' motion for summary judgment and
Defendant Pueblo Bank and Trust Company, LLC's motion for joinder.
Defendant RLH argues that Rumsey fails to assert several elements
of its fraudulent concealment claim. First, it asserts that it did
not have a duty to disclose its Loan Purchase Agreement with
Defendant PBT to Rumsey. The Court agrees, though for a reason
different than Defendant RLH's argument, that Defendant RLH owed no
duty to Rumsey.
For Rumsey to premise liability on Defendant RLH for its alleged
fraudulent concealment, it "must provide facts which demonstrate
that a relationship of trust and confidence between the parties."
There is no general duty for all participants in market
transactions to disclose material, nonpublic information. Rumsey
has not offered evidence of a relationship of trust and confidence
between it and Defendant RLH. When the Bankruptcy Court presided
over the auction and ordered that the title to the Property be
transferred to Defendant PBT in 2011, Defendant RLH was nothing
more to Rumsey than a prospective buyer of the Property whose bid
at the auction had failed. The relationship between a seller and a
once-prospective buyer is not imbued with the trust and confidence
necessary to give rise to a duty. The Court therefore concludes as
a matter of law that Defendant RLH had no duty to disclose
information to Rumsey.
Rumsey fails to persuade the Court otherwise, as it does not
explain why Defendant RLH owed it a duty to disclose relevant
information or, stated differently, what relationship between it
and RLH was instilled with trust and confidence. Rumsey's only
reference to the establishment of a duty is its statement that "a
person has a duty to disclose to another with whom he deals facts
that in equity or good conscience should be disclosed." However,
parties' `dealings,' without more, are insufficient to give rise to
a duty to disclose between the parties. "Despite the crucial nature
of the issue, [Rumsey] do[es] not . . . present a developed
argument for ascribing the requisite duty to disclose" on Defendant
RLH. Rumsey provides only an unsupported, conclusory assertion that
Defendant RLH owed it a duty, an essential element of its claim for
fraudulent concealment. The Court therefore grants summary judgment
in Defendant RLH's favor on Rumsey's claim for fraudulent
concealment (Claim V).
In its Motion for Joinder, Defendant PBT does not assert its own
argument as to why it is entitled to summary judgment on Rumsey's
fraudulent concealment claim; it merely "incorporates and adapts
[sic] RLH's facts and arguments." The Court therefore looks to
Defendant RLH's Motion for Summary Judgment.
First, Defendant RLH--and Defendant PBT, by virtue of its
incorporation--argue that they did not have a duty to disclose the
Loan Purchase Agreement to Rumsey. The Court agrees with Defendant
RLH. However, Defendant PBT was in a different relationship with
Rumsey than was Defendant RLH. Defendant PBT was ultimately the
successful bidder at the auction, and the Bankruptcy Court ordered
that title to the Property be transferred to Defendant PBT.
Despite differences between the Rumsey-Defendant RLH relationship
and the Rumsey-Defendant PBT relationship, Rumsey does not proffer
any argument about why Defendant PBT in particular owed it a duty
to disclose the Loan Purchase Agreement. Rumsey focuses exclusively
on its relationship with Defendant RLH in responding to the
Defendants' summary judgment motions. In its Complaint, Rumsey
merely states that "Defendants had a duty to disclose all
agreements to the parties in interest of Rumsey's bankruptcy case
and the Court[,] which would have an impact on the auction and sale
process." Rumsey's conclusory statements are insufficient to
satisfy its burden to "show as a matter of law that [Defendant PBT]
had a duty to disclose the information at issue." The Court
therefore concludes that summary judgment on Rumsey's fraudulent
concealment claim is also appropriate in favor of Defendant PBT.
Defendant RLH's another argument is that it is entitled to summary
judgment on Rumsey's fraud on the court claim (Claim I). Defendant
PBT "incorporates and adapts [sic] RLH's facts and arguments" on
this claim and does not make an argument of its own.
Defendant RLH argues, and Defendant PBT agrees, that Rumsey cannot
satisfy the first element of fraud on the court because "[t]here
was no fraud." Defendant RLH explains that because Defendant PBT
"reneged" on their "arm's-length transaction for RLH to purchase
the PB&T loan," Defendant RLH had "nothing to report to the
[Bankruptcy] Court."
The Court agrees with Defendant RLH that because Defendant PBT
"reneged" on the Loan Purchase Agreement prior to the auction and
because the Pueblo District Court had not enforced the Loan
Purchase Agreement, Defendant RLH (and Defendant PBT) had "nothing
to report to the [Bankruptcy] Court." Even if Defendant RLH or
Defendant PBT did have a duty to report the litigation about the
Loan Purchase Agreement to the Bankruptcy Court, nondisclosure by a
party or a party's attorney "will not ordinarily rise to the level
of fraud on the court." Rumsey falls far short of alleging
sufficiently egregious conduct by Defendant RLH or Defendant PBT to
create a genuine issue of material fact. The Court therefore awards
summary judgment in Defendants RLH and PBT's favor on Rumsey's
claim for fraud on the court (Claim I).
A copy of the Court's Order dated Oct. 26, 2018 is available at
https://bit.ly/2OLSCWv from Leagle.com.
Rumsey Land Company, LLC, Plaintiff, represented by Aaron A. Garber
-- aaron@bandglawoffice.com -- Buechler & Garber, LLC & Ronald Lee
Wilcox, Wilcox Law Firm, LLC.
Resource Land Holdings, LLC & Sorin Natural Resource Partners, LLC,
Defendants, represented by Andrew John Petrie --
PETRIEA@BALLARDSPAHR.COM -- Ballard Spahr, LLP, Sarah Block
Wallace, Ballard Spahr, LLP & Amber Rose Gonzales, Ballard Spahr,
LLP.
Pueblo Bank and Trust Company, LLC, Defendant, represented by David
McIntyre Rich, Minor & Brown, P.C.
Gilbert Jones, Interested Party, represented by Matthew David
Skeen, Jr., Skeen & Skeen, PC.
About Rumsey Land Co.
Denver, Colorado-based Rumsey Land Co., LLC, is a privately held
company owning real property in Elizabeth, Nederland, and Evans,
Colorado with water rights, gravel rights, and additional
interests
associated with the Evans property.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-10691) on Jan. 15, 2010, estimating $10 million
to $50 million in assets and liabilities at the time of the
filing.
The court dismissed the bankruptcy case on Oct. 20, 2011. On June
23, 2015, the Debtor filed a motion to reopen the case to commence
litigation against Resource Land Holdings LLC, Sorin National
Resource Partners LLC, and Pueblo Bank & Trust Company LLC. The
court ordered the reopening of the case on September 1, 2015.
Buechler & Garber, LLC is the Debtor's legal counsel. The Debtor
hired Haddon, Morgan and Foreman, PC, as its special litigation
counsel.
SCOTT INDUSTRIES: Taps Schafer and Weiner as Legal Counsel
----------------------------------------------------------
Scott Industries, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to hire Schafer and
Weiner, PLLC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Schafer and Weiner charges these hourly fees:
Daniel Weiner $465
Michael Baum $465
Howard Borin $385
Joseph Grekin $365
Leon Mayer $295
Kim Hillary $320
John Stockdale $335
Jeffery Sattler $290
Jason Weiner $290
Shanna Kaminski $290
Nicholas Marcus $260
Legal Assistant $150
All members and associates of Schafer and Weiner are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code, according to court filings.
The firm can be reached through:
Michael E. Baum, Esq.
Schafer and Weiner, PLLC
40950 Woodward Avenue, Suite 100
Bloomfield Hills, MI 48304
Phone: +1 248-540-3340
Fax: + 1 248-282-1933
Email: mbaum@schaferandweiner.com
About Scott Industries
Scott Industries, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55381) on Nov. 13,
2018. At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million. The case has been
assigned to Judge Phillip J. Shefferly. The Debtor tapped Schafer
and Weiner, PLLC as its legal counsel.
SEDGWICK LLP: Committee Taps Pillsbury Winthrop as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Sedgwick LLP seeks
approval from the U.S. Bankruptcy Court for the Northern District
of California to hire Pillsbury Winthrop Shaw Pittman, LLP, as its
legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; represent the committee in negotiation with the
Debtor concerning matters related to the terms of a bankruptcy
plan; investigate the Debtor's financial condition and operation;
and provide other legal services related to the Debtor's Chapter 11
case.
Pillsbury charges these hourly fees:
Cecily Dumas Partner $750
William Hotze Associate $600
Derek Mayor Associate $495
The firm neither holds nor represents any interest adverse to the
Debtor's bankruptcy estate, according to court filings.
Pillsbury can be reached through:
Cecily A. Dumas, Esq.
Pillsbury Winthrop Shaw Pittman, LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111-5998
Telephone: 415.983.1000
Facsimile: 415.983.1200
E-mail: cecily.dumas@pillsburylaw.com
-- and --
William J. Hotze, Esq.
Pillsbury Winthrop Shaw Pittman, LLP
900 Fannin Street, Suite 2000
Houston, TX 77010
Telephone: 713.276.7634
Facsimile: 713.276.7673
E-mail: william.hotze@pillsburylaw.com
About Sedgwick LLP
Sedgwick LLP is a San Francisco, California-based firm that
provides legal advisory services. The firm's focus areas include
antitrust, bankruptcy, business and commercial litigation,
intellectual property, mass tort, reinsurance, surety, and estate
planning. Sedgwick LLP was founded in 1933 and has offices in
Chicago, Dallas, Kansas City, London, Los Angeles, Miami, New York
and Seattle.
Sedgwick LLP filed for bankruptcy protection (Bankr. N.D. Cal. Case
No. 18-31087) on October 2, 2018. In the petition signed by Curtis
D. Parvin, chair of Dissolution Committee, the Debtor estimated
assets and liabilities of $1 million to $10 million.
The case has been assigned to Judge Hannah L. Blumenstiel.
The Debtor tapped John W. Lucas, Esq., Richard M. Pachulski, Esq.,
and John D. Fiero, Esq. of Pachulski Stang Ziehl & Jones LLP as
counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 10, 2018. The committee tapped
Pillsbury Winthrop Shaw Pittman, LLP as its legal counsel.
SHAHEEN SHAHEEN: $5.25M Sale of West Long Branch Property Approved
------------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized Shaheen H. Shaheen's sale of the
real property located at 310-344 Norwood Avenue, West Long Branch,
New Jersey to Kelley Builders and Developers, L.L.C. for $5.25
million.
A hearing on the Motion was held on Oct. 16, 2018 at 10:00 a.m.
The proceeds of sale may be applied to satisfy the valid mortgages
on the Subject Property.
JPMorgan Chase Bank, National Association's mortgage will be paid
in full out of the proceeds of sale, pursuant to a valid payoff,
requested by the Debtor and provided by JPMorgan prior to the
closing date. The full payoff, as determined by a current payoff
statement, will be remitted to JPMorgan within 48 hours of
closing.
Sufficient funds may be held in escrow by the Debtor's attorney to
pay real estate broker's commissions (if any) and attorney's fees
for the Debtor's attorneys upon further order of the Court. Said
funds cannot be released without further order of the Court,
pursuant to proper fee applications.
Other closing fees payable by the Debtor may be satisfied from the
proceeds of sale and adjustments to the price as provided for in
the contract of sale may be made at closing.
The balance of proceeds will be paid to the Trust Account of The
Kelly Firm, P.C. in the Debtor's case to be held in escrow pending
further orders of the Court.
A copy of the HUD settlement statement will be forwarded to the
United States Trustee within five days after closing.
Shaheen H. Shaheen sought Chapter 11 protection (Bankr. D.N.J. Case
No. 16-33768) on Nov. 27, 2017. The Debtor tapped Andrew J. Kelly,
Esq., at The Kelly Firm, P.C., as counsel.
SILVERVIEW LLC: Disclosure Statement Hearing Moved to Jan. 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona on Nov. 8
approved a stipulation between Silverview, LLC and OSM Loan
Acquisitions IX LP to move the hearing on the disclosure statement
to Jan. 7, 2019, at 11:00 a.m.
The court order also extended the deadline for OSM Loan to file its
objection to the disclosure statement to no later than five
business days prior to the hearing.
About Silverview LLC
Silverview, LLC, is a privately-held company whose principal assets
are located at 1501 E. Gold Rush Road Bullhead City, Arizona.
Silverview sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-04471) on April 24, 2018. The
company previously sought bankruptcy protection (Bankr. D. Ariz.
Case No. 11-03325) on Feb. 9, 2011. In the petition signed by
Robert C. Lewis, manager, the Debtor estimated assets of $1 million
to $10 million and liabilities of $1 million to $10 million.
Judge Daniel P. Collins presides over the case. The Debtor tapped
Engelman Berger, P.C., as its legal counsel.
SKY-SKAN INC: Coastal to Get $600K Over 60 Months
-------------------------------------------------
Sky-Skan, Inc. filed with the U.S. Bankruptcy Court of the District
of New Hampshire a disclosure statement explaining its Chapter 11
plan of reorganization dated November 12, 2018.
Under the Plan, the Debtor does not believe the secured claims of
Contingent Coastal Capital, LLC will be allowed in any amount and
is vigorously contesting the claim, and is seeking affirmative
recovery against Coastal, but has budgeted payments for an allowed
Coastal Claim in the total amount of $600,000 for purposes only of
confirming its plan. The payments to Coastal shall be paid in equal
payments over sixty (60) months at the rate of the Prime Rate plus
1%. Costal claims for the amount of $932,152.33.
Beginning on the 30th day from the Effective Date of this Plan, the
Reorganized Debtor shall pay to the Creditors' Trustee for
distribution to the General Unsecured Creditors the sum of $6,250
for twelve monthly consecutive payments.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nhb17-11540-337.pdf
The Debtor is represented by:
Peter N. Tamposi, Esq.
TAMPOSI LAW GROUP, P.C.
159 Main St.
Nashua, NH 03060
Tel: (603) 204-5513
Email: peter@tlgnh.com
About Sky-Skan Inc
Sky-Skan, Inc., was founded in 1967 as a company dedicated solely
to the development and manufacture of specialized devices for
depicting dynamic visualizations of astronomical and meteorological
phenomena on planetarium domes in museums, schools, and
universities. The company has since grown to become a provider of
digital full dome science visualization, theater control, and show
programming systems for hundreds of planetariums on six continents,
serving hundreds of clients in the niche field of immersive science
interpretation and education. From the initial planning stage to
staff training and ongoing support, Sky-Skan provides all services
required by the most advanced digital full-dome planetariums and
visualization theaters.
Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr.
D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed
by Steven T. Savage, president, the Debtor estimated $0 to $50,000
in assets and $1 million to $10 million in liabilities.
Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as
bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is
the financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Dec. 1, 2017. The Committee retained
William S. Gannon PLLC as its bankruptcy counsel.
SMM INC: Case Summary & 2 Unsecured Creditors
---------------------------------------------
Debtor: SMM, Inc.
P.O. Box 8147
Paducah, KY 42002
Business Description: SMM, Inc. is the fee simple owner of
three assisted living facilities in
McCracken County, Ballard County, and
Crittenden County, Kentucky known as New
Haven Assisted Living. The Properties have
a total appraised value of $2.3 million.
Chapter 11 Petition Date: November 15, 2018
Court: United States Bankruptcy Court
Western District of Kentucky (Paducah)
Case No.: 18-50737
Judge: Hon. Alan C. Stout
Debtor's Counsel: Ryan R. Yates, Esq.
YATES LAW OFFICE
17 U. S. Hwy. 68 West
Benton, Ky 42025
Tel: 855-525-3529
Fax: 877-827-0922
Email: yates@ryanyateslaw.com
Total Assets: $2,275,000
Total Liabilities: $1,296,170
The petition was signed by Wayne McGee, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:
http://bankrupt.com/misc/kywb18-50737.pdf
SOUTHCROSS ENERGY: EIG BBTS Entities Own 72.4% Stake as of Nov. 12
------------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities or individuals reported beneficial
ownership of Common Units Representing Limited Partner Interests in
Southcross Energy Partners, L.P. as of Nov. 12, 2018:
Common Units Percentage
Beneficially of Common
Reporting Person Owned Units
---------------- ------------ ----------
EIG BBTS Holdings, LLC 58,358,618 72.4%
EIG Management Company, LLC 58,358,618 72.4%
EIG Asset Management, LLC 58,358,618 72.4%
EIG Global Energy Partners, LLC 58,358,618 72.4%
The R. Blair Thomas 2010
Irrevocable Trust 58,358,618 72.4%
R. Blair Thomas 58,358,618 72.4%
The Randall Wade 2010 Irrevocable Trust 58,358,618 72.4%
The Kristina Wade 2010 Irrevocable Trust 58,358,618 72.4%
Randall S. Wade 58,358,618 72.4%
Southcross Holdings Borrower LP owns 26,492,074 common units
representing limited partner interests, 19,652,831 Class B
convertible units representing limited partner interests and
12,213,713 subordinated units representing limited partner
interests in the Issuer. As a result of the relationship of
Randall S. Wade to SHB, Randall S. Wade may be deemed to indirectly
beneficially own the Common Units, Class B Convertible Units and
Subordinated Units held by SHB.
On Aug. 13, 2018, and Nov. 12, 2018, SHB received an additional
332,220 and 338,034 respectively, Class B PIK Units as
distributions on the Class B Convertible Units.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/RSvq0W
About Southcross Energy
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGL. Its assets are located in South
Texas, Mississippi and Alabama and include two gas processing
plants, one fractionation plant and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
As of Sept. 30, 2018, the Company had $1.05 billion in total
assets, $604.66 million in total liabilities, and $454.39 million
in total partners' capital. Southcross Energy incurred a net loss
attributable to partners of $67.65 million in 2017 following a net
loss attributable to partners of $94.99 million in 2016.
* * *
In February 2017, S&P Global Ratings said that it affirmed its
'CCC+' corporate credit and senior secured issue-level ratings on
Southcross Energy Partners L.P. The outlook is stable. The rating
action reflects S&P's view that the recent credit agreement
amendment limits the likelihood of a default in the next two years
as the partnership will have an improved liquidity position and
need no longer adhere to its leverage covenants.
Moody's Investors Service downgraded Southcross Energy Partners,
L.P.'s Corporate Family Rating (CFR) to Caa2 from Caa1. "The
downgrade reflects the high degree of uncertainty surrounding
Southcross' business prospects, cash flow recovery and liquidity
following the failed merger with American Midstream," said Sajjad
Alam, Moody's senior analyst, as reported by the TCR on Aug. 2,
2018.
SOUTHCROSS ENERGY: Incurs $14.8 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Southcross Energy Partners, L.P. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $14.83 million on $154.80 million of total revenues for
the three months ended Sept. 30, 2018, compared to a net loss of
$19.05 million on $170.47 million of total revenues for the three
months ended Sept. 30, 2017. The decrease in revenues was due
primarily to a decrease in realized prices in natural gas,
partially offset by an increase in NGLs produced for the three
months ended Sept. 30, 2018 compared to the three months ended
Sept. 30, 2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $49.57 million on $448.85 million of total revenues
compared to a net loss of $50.31 million on $493.91 million of
total revenues for the same period a year ago.
As of Sept. 30, 2018, the Company had $1.05 billion in total
assets, $604.66 million in total liabilities, and $454.39 million
in total partners' capital.
Processed gas volumes during the quarter averaged 249 MMcf/d, an
increase of 12% compared to 222 MMcf/d for the same period in the
prior year and an increase of 6% compared to 234 MMcf/d for the
quarter ended June 30, 2018.
On July 29, 2018, Southcross terminated the previously announced
Agreement and Plan of Merger, dated as of Oct. 31, 2017, with
American Midstream Partners, LP whereby AMID had proposed to merge
Southcross into a wholly owned subsidiary of AMID. In addition,
effective July 29, 2018, Southcross Holdings LP terminated the
previously announced Contribution Agreement, dated as of Oct. 31,
2017, with AMID as a result of a funding failure by AMID. Pursuant
to the terms of the Contribution Agreement, because of the nature
of the termination Southcross Holdings was entitled to receive a
termination fee of $17 million. On Aug. 1, 2018, AMID paid the $17
million termination fee, of which $4.2 million was contributed to
the Partnership to reimburse the Partnership's costs associated
with this transaction.
On Oct. 4, 2018, EPIC Midstream Holdings, LP and EPIC Y-Grade
Holdings, LP, a subsidiary of EPIC, entered into a definitive
equity purchase agreement with Southcross Holdings Borrower LP to
acquire the Robstown fractionation facility, along with certain
pipelines and other related assets. Under the terms of the
agreement, EPIC would assume all of the NGL purchase and sale
agreements associated with the Robstown fractionator, including
those with the Partnership. Since these agreements would remain in
place, Southcross does not expect this transaction to have a
material effect on its ongoing financial position.
"In the third quarter, we worked to restore our financial and
commercial performance that was hindered during the AMID
transaction pendency period," said James W. Swent III, chairman,
president and chief executive officer of Southcross' general
partner. "I recently completed visits to most of our field sites
and was impressed with the operational efficiencies of our assets
and our employees' continued focus on safe and reliable operations.
Our modest growth in volumes this quarter is the result of
continued strength in commodity prices and the improving commercial
environment in the Eagle Ford."
Capital Expenditures
For the quarter ended Sept. 30, 2018, growth and maintenance
capital expenditures were $2.1 million and were related primarily
to management's election to restart the Bonnie View fractionation
facility.
Capital and Liquidity
As of Sept. 30, 2018, Southcross had total outstanding debt of $529
million, including $83 million drawn under its revolving credit
facility, in-line with total outstanding debt of $529 million as of
June 30, 2018. At Nov. 9, 2018, Southcross had more than $28
million in available liquidity.
Cash Distributions and Distributable Cash Flow
Distributable cash flow for the quarter ended Sept. 30, 2018 was
$8.3 million, compared to $6.4 million for the same period in the
prior year and $4.7 million for the quarter ended June 30, 2018.
The Partnership did not make a cash distribution for the quarter
ended Sept. 30, 2018 and is not allowed to make any cash
distributions until the Partnership's consolidated total leverage
ratio, as defined under its credit agreement, is at or below 5.0x
to 1. At Sept. 30, 2018, the Partnership's consolidated total
leverage ratio was approximately 8.6x to 1 compared to
approximately 9.1x to 1 for the quarter ended June 30, 2018.
Consolidated Interest Coverage Ratio
On Aug. 10, 2018, Southcross entered into the sixth amendment to
the Third A&R Revolving Credit Agreement which, among other things,
reduced the Consolidated Interest Coverage Ratio from 1.50 to 1.00
to 1.25 to 1.00 for the quarter ending on June 30, 2018.
Southcross' interest coverage for the quarter ended Sept. 30, 2018
was 1.51 times coverage, in compliance with the required 1.50
times.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/qkGzw8
About Southcross Energy
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGL. Its assets are located in South
Texas, Mississippi and Alabama and include two gas processing
plants, one fractionation plant and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
As of June 30, 2018, the Company had $1.06 billion in total assets,
$602.2 million in total liabilities and $464.98 million in total
partners' capital. Southcross Energy incurred a net loss
attributable to partners of $67.65 million in 2017 following a net
loss attributable to partners of $94.99 million in 2016.
* * *
In February 2017, S&P Global Ratings said that it affirmed its
'CCC+' corporate credit and senior secured issue-level ratings on
Southcross Energy Partners L.P. The outlook is stable. The rating
action reflects S&P's view that the recent credit agreement
amendment limits the likelihood of a default in the next two years
as the partnership will have an improved liquidity position and
need no longer adhere to its leverage covenants.
Moody's Investors Service downgraded Southcross Energy Partners,
L.P.'s Corporate Family Rating (CFR) to Caa2 from Caa1. "The
downgrade reflects the high degree of uncertainty surrounding
Southcross' business prospects, cash flow recovery and liquidity
following the failed merger with American Midstream," said Sajjad
Alam, Moody's senior analyst, as reported by the TCR on Aug. 2,
2018.
SOUTHCROSS ENERGY: TW Southcross Entities Hold 72.4% Common Units
-----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities/individuals reported beneficial
ownership of shares of Common Units Representing Limited Partner
Interests of Southcross Energy Partners, L.P., as of Nov. 12,
2018:
Common Units Percentage
Beneficially of Common
Reporting Person Owned Units
---------------- ------------ ----------
TW Southcross Aggregator LP 58,358,618 72.4%
TW/LM GP Sub, LLC 58,358,618 72.4%
Tailwater Energy Fund I LP 58,358,618 72.4%
TW GP EF-I, LP 58,358,618 72.4%
TW GP EF-I GP, LLC 58,358,618 72.4%
TW GP Holdings, LLC 58,358,618 72.4%
Tailwater Holdings, LP 58,358,618 72.4%
Tailwater Capital LLC 58,358,618 72.4%
Jason H. Downie 58,358,618 72.4%
Edward Herring 58,358,618 72.4%
Southcross Holdings Borrower LP owns 26,492,074 common units
representing limited partner interests, 19,652,831 Class B
convertible units representing limited partner interests and
12,213,713 subordinated units representing limited partner
interests in the Issuer. As a result of the relationship with TW
Southcross Aggregator LP to SHB, TW Southcross Aggregator LP may be
deemed to indirectly beneficially own the Common Units, Class B
Convertible Units and Subordinated Units held by SHB.
On Aug. 13, 2018, and Nov. 12, 2018 SHB received an additional
332,220 and 338,034 respectively, Class B PIK Units as
distributions on the Class B Convertible Units.
A full-text copy of the regulatory filing is available at:
https://is.gd/vZBs91
About Southcross Energy
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGL. Its assets are located in South
Texas, Mississippi and Alabama and include two gas processing
plants, one fractionation plant and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
As of Sept. 30, 2018, the Company had $1.05 billion in total
assets, $604.66 million in total liabilities, and $454.39 million
in total partners' capital. Southcross Energy incurred a net loss
attributable to partners of $67.65 million in 2017 following a net
loss attributable to partners of $94.99 million in 2016.
* * *
In February 2017, S&P Global Ratings said that it affirmed its
'CCC+' corporate credit and senior secured issue-level ratings on
Southcross Energy Partners L.P. The outlook is stable. The rating
action reflects S&P's view that the recent credit agreement
amendment limits the likelihood of a default in the next two years
as the partnership will have an improved liquidity position and
need no longer adhere to its leverage covenants.
Moody's Investors Service downgraded Southcross Energy Partners,
L.P.'s Corporate Family Rating (CFR) to Caa2 from Caa1. "The
downgrade reflects the high degree of uncertainty surrounding
Southcross' business prospects, cash flow recovery and liquidity
following the failed merger with American Midstream," said Sajjad
Alam, Moody's senior analyst, as reported by the TCR on Aug. 2,
2018.
STONEMOR PARTNERS: Delays Filing of Sept. 30 Form 10-Q
------------------------------------------------------
StoneMor Partners L.P. was unable to file its Quarterly Report on
Form 10-Q for the fiscal quarter ended Sept. 30, 2018 by the
prescribed filing deadline (Nov. 9, 2018) without unreasonable
effort or expense because the preparation and filing of the
Partnership's Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2017, which was filed on July 17, 2018, took longer than
expected and, as a result, the Partnership has not yet been able to
file its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2018 or the fiscal quarter ended June 30, 2018.
The Partnership said it is working to finalize its financial
statements to be included in its March 31 Form 10-Q and June 30
Form 10-Q. In that regard, the September 30 Form 10-Q will not be
filed until after the March 31 Form 10-Q and the June 30 Form 10-Q
are filed. The Partnership will file the June 30 Form 10-Q as
promptly as practicable after the March 31 Form 10-Q is filed and
will file the September 30 Form 10-Q as promptly as practicable
after the June 30 Form 10-Q is filed.
"Due to the focus on the completion of the March 31 Form 10-Q
described in Part III above, the Partnership is not at a stage in
the completion of its financial statements for the fiscal quarter
ended September 30, 2018 that it can provide a reasonable estimate
of the anticipated changes in results of operations from the
quarter ended September 30, 2017," StoneMor stated in a Form
12b-25 filed with the Securities and Exchange Commission.
About StoneMor Partners
StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 322 cemeteries and 91
funeral homes in 27 states and Puerto Rico. StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.
Stonemor reported a net loss of $75.15 million on $338.2 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $30.48 million on $326.2 million of total revenues for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Stonemor had $1.75
billion in total assets, $1.66 billion in total liabilities and
$91.69 million in total partners' capital.
* * *
As reported by the TCR on July 10, 2018, Moody's Investors Service
downgraded Stonemor Partners L.P.'s Corporate Family rating to
'Caa1' from 'B3'. The Caa1 CFR reflects Moody's expectation for
breakeven to modestly negative free cash flow (before
distributions), ongoing delays in filing financial statements and
Stonemor's significant reliance on its revolving credit facility
for liquidity in 2018.
In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on StoneMor Partners L.P. S&P said, "The rating
affirmation reflects our expectation that the company can generate
operating cash flow of approximately $25 million in 2018 to support
operating needs for at least another year."
SUNPLAY POOLS: Cash Collateral Use on Final Basis Approved
----------------------------------------------------------
The Hon. Joel T. Marker of the U.S. Bankruptcy Court for the
District of Utah has signed a Final Order authorizing SunPlay Pools
and Spas Superstore, Inc.'s use of cash collateral.
The Debtor is authorized to use and spend cash collateral to pay
expenses as consistent with and identified on the budget, in the
amounts reflected on the Budget for the period from October 4, 2018
through January 31, 2019. The Debtor may exceed the amounts
budgeted for individual line items on the Budget by up to 20% as to
any budgeted expense of $1,000 or less per week and by up to 10% as
to any budgeted expense of more than $1,000.
In addition to the expenditures identified in the Budget, the
Debtor may spend approximately $500 (or such amounts as are
necessary) to pay for the travel expenditures of its bookkeeper to
attend the initial Debtor interview and Section 341 Meeting.
The Debtor believes J.P. Morgan Chase and other creditors may claim
an interest in the Debtor's cash collateral.
Sometime in October 2009, the Debtor and Wells Fargo Commercial
Distribution Finance, LLC's predecessor-in-interest, GE Commercial
Distribution Finance Corporation, entered into an Inventory
Financing Agreement, pursuant to which Wells Fargo agreed to extend
credit to Debtor for the purpose of financing the purchase of
inventory for Debtor's retail business. As security for the
extensions of credit evidenced by the Financing Agreement, the
Debtor granted to Wells Fargo a security interest in the financed
inventory.
Wells Fargo claims an interest in the Financed Inventory. The
Debtor does not intend to sell the Financed Inventory and has
agreed to return the Financed Inventory to Wells Fargo and to allow
Wells Fargo to liquidate the inventory and/or return it to the
original manufacturer or vendor.
To the extent that Chase, Wells Fargo, and any other affected
creditor have an interest in the Debtor's cash and/or other assets
of the Debtor which will result in cash proceeds, then said
Affected Creditors are adequately protected by the replacement
liens and other adequate protection rights granted under the Final
Order.
The Affected Creditors will receive, and will be afforded, the
following rights and treatment as adequate protection for the
Debtor's use of cash collateral:
(a) The Debtor will provide Wells Fargo and its designees with
access to pickup the Financed Inventory. Wells Fargo may (i) return
the inventory to the original manufacturer and/or vendor and/or
(ii) liquidate the inventory. Any amounts received by Wells Fargo
for the return and/or sale of the Financed Inventory will be
applied to reduce the amounts owed by the Debtor under the Loan
Documents.
(b) The Affected Creditors are granted a properly perfected
security interest and replacement lien in all prepetition and
post-petition assets of the Debtor (excluding chapter 5 claims) to
the extent of such diminution and to the extent and nature of any
liens held by the Affected Creditors already in existence, to the
extent the Debtor uses cash that constitutes cash collateral of the
Affected Creditors and to the extent such use of cash results in a
diminution, in the aggregate, in the amount of the cash collateral
of the Affected Creditors as the same existed on the date that use
of cash collateral was authorized.
(c) The Debtor will maintain insurance that complies with the
requirements as set forth within the guidelines of the Office of
the United States Trustee and that is consistent with the coverage
required in the Loan Documents.
A full-text copy of the Order is available at
http://bankrupt.com/misc/utb18-27417-83.pdf
About SunPlay Pools and Spas
Superstore Inc.
Founded in 1967, SunPlay Pools and Spas Superstore, Inc. --
https://www.sunplay.com/ -- operates a retail store offering pool
and spa supplies, equipment, chemicals, parts and services. It has
been transitioning to serve customers everywhere via its online
sales department at Sunplay.com and HotTubWarehouse.com.
SunPlay Pools and Spas Superstore sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-27417) on
Oct. 4, 2018. In the petition signed by John A. Olson, president,
the Debtor disclosed $692,093 in assets and $2,571,463 in
liabilities. Judge Joel T. Marker presides over the case.
The Debtor tapped The Fox Law Corporation as its lead bankruptcy
counsel; and Cohne Kinghorn, PC, as its local bankruptcy counsel.
TENET CONCEPTS: Plan Outline Okayed, Plan Hearing on Jan. 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
consider approval of the proposed Chapter 11 plan for Tenet
Concepts, LLC at a hearing on Jan. 22, 2019, at 1:30 p.m.
The hearing will be held at Courtroom 204.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on Nov. 8.
The order set a Dec. 14 deadline for creditors to file their
objections and submit ballots of acceptance or rejection of the
plan.
About Tenet Concepts
Tenet Concepts LLC -- http://www.tenetconcepts.com/-- is a
privately-held company in Austin, Texas, in the freight
transportation arrangement business. The company offers fleet
replacement, on-site dispatch, vehicle choice flexibility, hot
shot, warehousing, route work, scheduled deliveries, messenger
local pick-up, on-line order entry & tracking, and luggage delivery
services. The company the automotive, reprographics, retail
delivery, home delivery, office delivery, and food delivery
industries. Tenet Concepts has locations in Texas, California, and
Illinois.
Tenet Concepts filed a Chapter 11 petition (Bankr. N.D. Tex. Case
No. 18-40270) on Jan. 25, 2018. In the petition signed by
President/CFO David Scott Cass, the Debtor estimated its assets and
liabilities at $1 million to $10 million. The case is assigned to
Judge Russell F. Nelms. Forshey & Prostok, LLP, is the Debtor's
legal counsel.
TNT C&P INVESTMENTS: Plan Outline Okayed, Plan Hearing on Jan. 9
----------------------------------------------------------------
TNT C&P Investments, LLC is now a step closer to emerging from
Chapter 11 protection after a bankruptcy judge approved the outline
of its plan of reorganization.
Judge Raymond Ray of the U.S. Bankruptcy Court for the Southern
District of Florida on Nov. 7 gave the thumbs-up to the disclosure
statement after finding that it contains "adequate information."
The order set a Dec. 26 deadline for creditors to file their
objections and submit ballots of acceptance or rejection of the
plan.
A court hearing to consider confirmation of the plan is scheduled
for Jan. 9, 2019, at 10:00 a.m. The hearing will take place at
Courtroom 308.
About TNT C&P Investments
TNT C&P Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-13496) on March 26, 2018. The Debtor
hired Chad Van Horn, Esq., and the law firm of Van Horn Law Group,
Inc., as its legal counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's Chapter 11 case.
TOYS R US: District Court Affirms Ruling Against Fung Retailing
---------------------------------------------------------------
Fung Retailing Limited in the case captioned FUNG RETAILING
LIMITED, Appellant, v. TOYS "R" US, INC., et al., Appellees, Civil
Action Nos. 3:18-cv-00632-JAG, 3:18-cv-00670-JAG (E.D. Va.)
appeals two orders of the United States Bankruptcy Court for the
Eastern District of Virginia. In this appeal, Fung challenges the
Bidding Procedures Order and the Injunction Order. Despite Fung's
active participation in the bidding process in the United States to
purchase the majority stake in an Asian company, Fung now argues
that the Bankruptcy Court lacked personal jurisdiction over it with
respect to that process.
Because Fung has immersed itself in the bidding process in the
United States from start to finish, the Bankruptcy Court properly
exercised specific personal jurisdiction over Fung. Accordingly,
District Judge John A. Gibney affirms the decisions of the
Bankruptcy Court.
Although Fung appeals from two different orders, Fung solely
objects to the Bankruptcy Court's personal jurisdiction finding.
Fung moved to consolidate and expedite the appeals. TRU moved to
dismiss Fung's appeals, arguing that Fung must first file leave to
appeal because the Bankruptcy Court's findings of personal
jurisdiction do not qualify as final orders. The Court granted
Fung's motion to expedite the appeals, ordered the parties to brief
the merits on an expedited basis, and held a hearing on all pending
matters on Oct. 23, 2018.
To be subject to personal jurisdiction in the Bankruptcy Court, a
defendant must have "purposefully availed itself of the privilege
of conducting the activities within the [United States]." The
Bankruptcy Court cannot hale a defendant into its jurisdiction
because of "random, fortuitous, or attenuated contacts" or some
"unilateral activity of another party or a third person."
Courts examine several factors when reviewing whether a defendant
purposefully availed itself, but the parties' arguments largely
touch on two: (1) whether Fung reached into the United States "to
solicit or initiate business;" and (2). "the nature, quality and
extent of the parties' communications about the business being
transacted." The purposeful availment requirement "is not
susceptible of mechanical application," and courts must weigh "the
totality of the facts before" them.
The relevant business transaction in this case concerns the
proposed sale of the majority stake of the Asia JV taking place in
the Bankruptcy Court. Fung has actively and "repeatedly reached
into" the United States regarding that transaction. Fung
participated in three rounds of bidding in the Bankruptcy Court and
conditioned each bid on receiving orders from the Bankruptcy Court,
including findings of good faith and other protections under the
Bankruptcy Code. Over a five-month period, Fung submitted 279 due
diligence requests to Lazard, accessed Lazard's due diligence data
room 1,200 times, and downloaded 100,000 documents. Moreover, Fung
signed a Confidentiality Agreement with respect to the diligence
documents, agreeing to submit to jurisdiction in New York or the
Bankruptcy Court for any violation of that agreement. Fung sent 20
emails to TRU and their United States-based advisors, and Fung's
advisors sent 100 emails to Lazard and had 15 phone calls with
Lazard.
Accordingly, Fung purposefully availed itself of the privilege of
conducting activities in the United States.
From the start, Fung has engaged in a "purposeful effort" to buy
the Asia JV and has immersed itself in the bidding process in the
Bankruptcy Court. The claims in this case thus "arise out of
activities directed at the forum" because Fung engaged in
"substantial correspondence and collaboration" with TRU and their
United States-based advisors, which "forms an important part of the
claim."
When the Bankruptcy Court issued its Injunction Order, it noted
that Fung's arbitration proceedings and ex parte injunction
"represent a bidder's attempt to gain control of, and perhaps, even
manipulate the bidding process." After Fung made unsuccessful bids
for the Asia JV in the United States, it commenced various legal
proceedings in Hong Kong designed to thwart the bidding process.
Fung cannot now argue that TRU's claims in the Bankruptcy Court do
not arise out of its contacts with the United States.
The Bankruptcy Court's exercise of personal jurisdiction over Fung
in the United States regarding the bidding process is
constitutionally reasonable. Fung has engaged "able counsel" in the
United States to represent its interests, and its "defense of a
suit" in the Bankruptcy Court "is not particularly burdensome." The
Bankruptcy Court appropriately subjected Fung to personal
jurisdiction in the United States with respect to the bidding
process.
A copy of the Court's Opinion dated Oct. 25, 2018 is available at
https://bit.ly/2RSPiL6 from Leagle.com.
Fung Retailing Limited, Appellant, represented by James Christopher
Cosby -- jcosby@vanblacklaw.com -- Vandeventer Black LLP, Benjamin
S. Kaminetzky -- ben.kaminetzky@davispolk.com -- Davis Polk &
Wardwell LLP, pro hac vice, John Brandon Sieg --
bsieg@vanblacklaw.com -- Vandeventer Black LLP & Michael Scheinkman
-- michael.scheinkman@davispolk.com -- Davis Polk & Wardwell LLP,
pro hac vice.
Toys "R" Us., Inc., Appellee, represented by Michael Allen
Condyles, Kutak Rock LLP, Andrew McGaan --
andrew.mcgaan@kirkland.com -- Kirkland & Ellis LLP, pro hac vice,
George Hicks -- george.hicks@kirkland.com -- Kirkland & Ellis LLP,
pro hac vice, Jeremy Shane Williams --
Jeremy.Williams@KutakRock.com. -- Kutak Rock LLP & Peter John
Barrett -- Peter.Barrett@KutakRock.com -- Kutak Rock LLP.
About Toys "R" Us
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area. Merchandise was sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions. Merchandise was also sold at e-commerce sites
including Toysrus.com and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate
entities, were not part of the Chapter 11 filing and CCAA
proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores
and 3,000 employees, was sent into administration in the United
Kingdom in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
Propco I Debtors
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for
all of TRU's North American businesses, which operates the
majority of the properties as Toys "R" Us stores, Babies "R" Us
stores or side-by-side stores, or subleases them to alternative
retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary
of Toys "R" Us Inc.
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE
II Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.
The Propco I Debtors estimated assets of $500 million to $1
billion and liabilities of $500 million to $1 billion.
Judge Keith L. Phillips presides over the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.
TRESHA-MOB: Seeks Authority to Use RCB Bank Cash Collateral
-----------------------------------------------------------
Tresha-MOB, LLC seeks authorization from the United States
Bankruptcy Court for the Western District of Texas to use of cash
collateral to pay its post-petition expenses.
The Debtor requires the immediate use of cash collateral to insure
its continued operations in the normal course of business and
timely payment of its court-approved postpetition obligations.
RCB Bank asserts a security interest in the Debtor's cash and
receivables. RCB Bank will be granted a replacement lien (securing
payment of an amount equal to the amount of cash collateral, if
any, used by Debtor) on all proceeds of receivables (after paying
its postpetition expenses) to the extent acquired after the
Petition Date and if it is ultimately determined that RCB Bank has
a valid security interest in the prepetition receivables and
proceeds. Such replacement liens will be adequate protection for
the use of any cash collateral.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txwb18-52420-11.pdf
About Tresha-MOB LLC
Tresha-MOB, LLC is a lessor of real estate based in Chicago,
Illinois, whose principal assets are located at 9618 Huebner Road
San Antonio, TX 78240.
Tresha-MOB, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-52420) on Oct. 10, 2018. The petition was signed by Michael
Horrell, Voltaire Asset Managers II, LLC, manager of Tresha-MOB
LLC. The Debtor is represented by Eric Terry, Esq. at Eric Terry
Law, PLLC. At the time of filing, the Debtor estimated assets and
liabilities of $10 million to $50 million.
UBALDO JUAREZ: Court Denies Confirmation of Chapter 11 Plan
-----------------------------------------------------------
Bankruptcy Judge Brenda Moody Whinery entered an order denying
confirmation of Ubaldo Juarez's chapter 11 reorganization plan.
The Debtor filed his voluntary petition under Chapter 11 of the
Bankruptcy Code on June 6, 2017. The Debtor asserts that two
incidents necessitated the bankruptcy: (i) the Debtor and his
girlfriend Ms. Leticia Arreola filed incorrect joint tax returns
for tax years 2009 through 2016, based upon the advice of his
former accountant, and as a result, the Debtor was faced with a
large tax liability; and (ii) the Debtor was faced with defending
himself in costly litigation commenced by the Creditors in Yuma
County Superior Court.
On Jan. 17, 2018, the Debtor filed his Plan, which proposes monthly
payments to priority and secured claimants in the aggregate amount
of $3,105.01, plus annual payments of approximately $4,094 to
general unsecured creditors. The Debtor proposes to fund his Plan
using post-confirmation income. Ms. Arreola has pledged to
contribute the $10,000 new value contribution for the benefit of
general unsecured creditors. The Plan provides that this
contribution will be made in year three; however, Ms. Arreola
testified that she would make such contribution before year three,
if she could save the money. If this funding source fails, the
Debtor has pledged to sell his residence, in which he estimates he
has approximately $140,000 of exempt equity, in order to make the
proposed new value contribution.
On March 8, 2018 Creditors Edgar Todeschi and Georgina Ponce filed
their Objection. The Creditors argue that the Plan was not proposed
in good faith, in short, because the Debtor: (1) failed to report
assets, properly value assets and list pre-petition commissions on
his schedules; (2) failed to supply proper monthly operating
reports; (3) has subverted the spirit of § 541 by illicitly using
UBLA to avoid the Court's supervision; and (4) is in effect funding
Ms. Arreola rather than paying unsecured creditors.
The Creditors objected to confirmation of the Plan on the basis
that the Plan is not feasible. Based upon the totality of the
evidence the Court finds and concludes that so long as the Debtor
has the necessary cash to make all payments required on the
Effective Date, the Debtor has demonstrated that the Plan has a
reasonable probability of success and that this reorganization is
unlikely to be followed by liquidation or additional
reorganization. So long as the requirement for Effective Date
payments is met, the Plan would meet the requirements of
feasibility under section 1129(a)(11), and the Creditors' section
1129(a)(11) objection overruled.
"To satisfy the new value exception to the absolute priority rule,
and to satisfy section 1129(b)(2)(B)(ii) notwithstanding the
objection by an unsecured class that is not paid in full, former
equity owners are `required to offer value that [is] 1) new, 2)
substantial, 3) money or money's worth, 4) necessary for a
successful reorganization and 5) reasonably equivalent to the value
or interest received.'"
In this case, the Debtor proposes to satisfy the absolute priority
rule by contributing $10,000 of new value to the general unsecured
class from either non-estate property contributed by Ms. Arreola
or, if that funding source becomes unavailable, from exempt
homestead proceeds. In his Plan, the Debtor proposes to make this
proposed new value contribution in year three of the Plan.
The general unsecured claims in this case, as modified by filed
claims, total approximately $309,771.35, the majority of which is
potentially dischargeable. The proposed $10,000 new value
contribution only represents approximately 3.2% of the total
general unsecured debt in this case. Though the proposed new value
contribution represents approximately 32.8% of the funds that would
be distributed to general unsecured creditors through the Plan, as
proposed, general unsecured creditors would only receive
approximately 10 cents on the dollar. In this case, to pass the de
minimis test, the Court finds that a contribution would have to
equal at least 5% of the total unsecured debt.
Given the amount of unsecured debt in this case, and the timing of
the contribution, the Court finds and concludes that the $10,000
proposed new value contribution is not substantial, nor money or
money's worth, and therefore does not satisfy the new value
exception to the absolute priority rule. The Creditors' section
1129(b) objection is therefore sustained.
The Court finds and concludes that the Debtor has failed to meet
his burden of establishing that the Plan satisfies the provisions
of Code sections 1129(a)(15) and (b). Thus, the Creditors'
Objection is sustained in part and overruled in part.
The confirmation of the Plan is denied. The Debtor is granted 30
days from entry of this order to file an amended plan to rectify
the deficiencies discussed in this ruling. If an amended plan is
not timely filed, the court will consider dismissal or conversion
of this case.
The bankruptcy case is In re: UBALDO JUAREZ, Chapter 11
Proceedings, Debtor, Case No. 0:17-bk-06277-BMW (Bankr. D. Ariz.).
A copy of the Court's Ruling and Order dated Oct. 25, 2018 is
available at https://bit.ly/2qM5eDi from Leagle.com.
UBALDO JUAREZ, Debtor, represented by THOMAS H. ALLEN --
tallen@allenbarneslaw.com -- ALLEN BARNES & JONES, PLC,PHILIP J.
GILES -- pgiles@allenbarneslaw.com -- Allen Barnes & Jones, PLC &
DAVID B. NELSON -- dnelson@allenbarneslaw.com -- ALLEN, BARNES &
JONES, PLC.
U.S. TRUSTEE, U.S. Trustee, represented by EDWARD K. BERNATAVICIUS,
UNITED STATES TRUSTEE.
Ubaldo Juarez filed for chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 17-06277) on June 6, 2017, and is represented by
Thomas Allen, Esq. of Allen Barnes & Jones, PLC.
UNIVERSITY PHYSICIAN: Seeks to Hire Robert Bassel as Co-Counsel
---------------------------------------------------------------
University Physician Group seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to hire Robert Bassel,
Esq., as co-counsel with Steinberg Shapiro & Clark.
Mr. Bassel will assist the Debtor's lead counsel in matters related
to research, drafting of bankruptcy plan and confirmation
proceedings.
The attorney will charge an hourly fee of $350 for his services.
Mr. Bassel disclosed in a court filing that he is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Mr. Bassel maintains an office at:
Robert Bassel, Esq.
P.O. Box T
Clinton, MI 49236-0018
Phone: 248-677-1234
Email: bbassel@gmail.com
About University Physician Group
University Physician Group -- http://www.wsupgdocs.org-- is a
non-profit multi-specialty physician practice group in southeast
Michigan, providing primary and specialty care. Its doctors
provide medical care while conducting groundbreaking research and
continuing education at Wayne State University, one of the nation's
top medical universities.
University Physician Group sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55138) on
November 7, 2018. At the time of the filing, the Debtor disclosed
that it had estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million.
The case has been assigned to Judge Mark A. Randon. The Debtor
tapped Steinberg Shapiro & Clark as lead counsel; and Robert
Bassel, Esq., as co-counsel with Steinberg.
UNIVERSITY PHYSICIAN: Taps Steinberg Shapiro as Legal Counsel
-------------------------------------------------------------
University Physician Group seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to hire Steinberg
Shapiro & Clark as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Steinberg charges these hourly fees:
Mark Shapiro $350
Geoffrey Pavlic $285
Tracy Clark $275
Legal Assistant $95
Steinberg received from the Debtor a retainer of $75,000, of which
$43,331 was used to pay the filing fee and the firm's
pre-bankruptcy services.
Mark Shapiro, Esq., principal of the firm, disclosed in a court
filing that the firm and its members are "disinterested" as defined
in section 101(14) of the Bankruptcy Code.
Steinberg can be reached through:
Mark H. Shapiro, Esq.
Steinberg Shapiro & Clark
25925 Telegraph Road, Suite 203
Southfield, MI 48033
Phone: 248-352-4700
Email: shapiro@steinbergshapiro.com
About University Physician Group
University Physician Group -- http://www.wsupgdocs.org-- is a
non-profit multi-specialty physician practice group in southeast
Michigan, providing primary and specialty care. Its doctors
provide medical care while conducting groundbreaking research and
continuing education at Wayne State University, one of the nation's
top medical universities.
University Physician Group sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55138) on Nov.
7, 2018. At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of $10 million to $50
million.
The case has been assigned to Judge Mark A. Randon. The Debtor
tapped Steinberg Shapiro & Clark as lead counsel; and Robert
Bassel, Esq., as co-counsel with Steinberg.
USI SERVICES: $50K Sale of All Assets of USI L&D to Doshi Approved
------------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey authorized USI Services Group, Inc. and its
affiliates to sell substantially all operating assets of USI
Landscape and Design, Inc., consisting of contracts, good will,
machinery, equipment, inventory and intangible property, excluding
accounts receivable, cash and cash equivalents, to The Doshi Group,
LLC for $50,000, pursuant to their Asset Purchase Agreement, dated
as of Nov. 7, 2018.
The sale is free and clear of Liens, with all such Liens to attach
only to the proceeds of the sale.
Subject to the terms of the Agreement and the occurrence of the
Closing Date, the assumption by the Debtors of the Assigned
Contracts and the sale and assignment of such agreements and
unexpired leases to the Purchaser, as provided for or contemplated
by the Agreement, be, and is, authorized and approved.
Pursuant to Sections 365(b)(l)(A) and (B) of the Bankruptcy Code,
and except as otherwise provided in the Order, the Purchaser will
promptly pay at or promptly following Closing (or cause to be paid
at or promptly following Closing) to the non-debtor parties to any
Assigned Contracts the requisite Cure Costs, if any, set forth on
the notice filed with the Court on Oct. 10, 2018, except to the
extent that a Cure Cost was amended on the record of the Sale
Hearing, following the assumption and assignment thereof.
The Cure Costs are fixed at the amounts set forth on the Cure Costs
Schedule, or the amounts set forth on the record of the Sale
Hearing, as the case may be, and the non-debtor parties to the
Assigned Contracts are forever bound by such Cure Costs. For
avoidance of doubt, the Purchaser will have the sole responsibility
for paying all Cure Costs.
Notwithstanding Bankruptcy Rules 6004, 6006, and 7062, the Order
will be effective and enforceable immediately upon entry and its
provisions will be self-executing. In the absence of any Person
obtaining a stay pending appeal, the Debtors and the Purchaser are
free to close under the Agreement at any time following the entry
of the Order, subject to the terms of the Agreement.
The automatic stay provisions of Bankruptcy Code Section 362 are
vacated and modified to the extent necessary to implement the terms
and conditions of the Agreement and the provisions of the Order.
A copy of the APA attached to the Order is available for free at:
http://bankrupt.com/misc/USI_Services_285_Order.pdf
About USI Services
USI Services Group, Inc., provides facility management services and
solutions to pharmaceutical campuses, commercial office buildings,
shopping mall or national retailers, industrial complex or major
entertainment venues. USI offers complete janitorial service
programs, hard surface floor care, carpet care programs, window
cleaning, post construction cleaning, landscaping & design, snow
management, parking lot lighting, parking lot maintenance, parking
lot striping, facility management, 3rd party contract management,
HVAC services, security services, electronic security solutions and
energy management. The company is headquartered in Union, New
Jersey.
USI Services Group and its affiliates filed Chapter 11 petitions
(Lead Bankr. D.N.J. Case No. 18-10153) on Jan. 3, 2018. In the
petitions signed by Frederick G. Goldring, president, USI estimated
at least $50,000 in assets and $1 million to $10 million in
liabilities. The cases are assigned to Judge John K. Sherwood.
Mandelbaum Salsburg P.C. serves as counsel to the Debtor.
VEHICLE ALIGNMENT: Has Until Nov. 28 to File Plan and Disclosures
-----------------------------------------------------------------
Vehicle Alignment, Brake & Tires, Inc., sought and obtained from
the U.S. Bankruptcy Court for the Northern District of Illinois
extension to file its Chapter 11 plan of reorganization and
accompanying disclosure statement.
In this case, the Court ordered the Debtor to file its plan and
disclosure statement by November 12. The Debtor said it is still
reviewing claims and its preparing a plan to repay its creditors.
While it has been working diligently, the Debtor still needs
additional time to complete its analysis and draft the necessary
documents.
Hence, the Debtor sought and obtained extension of the deadline to
file a plan and disclosure statement until November 28, 2018.
The Debtor is represented by:
William J. Factor, Esq.
Jeffrey K. Paulsen, Esq.
FACTORLAW
105 W. Madison Street, Suite 1500
Chicago, IL 60602
Tel: (847) 239-7248
Fax: (847) 574-8233
Email: wfactor@wfactorlaw.com
jpaulsen@wfactorlaw.com
About Vehicle Alignment
Vehicle Alignment, Brake & Tires, Inc., d/b/a Lucas Tires, filed a
Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-12071), on April
25, 2018. In the petition signed by its owner, Richard Lucas, the
Debtor estimated less than $50,000 in assets and $100,000 to
$500,000 in liabilities. The Hon. Jacqueline P. Cox presides the
case. The Debtor is represented by William J. Factor, Esq. at the
Law Office Of William J. Factor, Ltd.
VICI PROPERTIES: S&P Puts BB Rating on 2nd Lien Notes on Watch Pos.
-------------------------------------------------------------------
S&P Global Ratings placed its 'BB' issue-level rating on New
York-based gaming REIT VICI Properties Inc.'s second-lien notes on
CreditWatch with positive implications. S&P said, "The CreditWatch
listing reflects our expectation that recovery prospects for
second-lien lenders will likely improve because VICI is acquiring
Greektown and two other casino properties using a substantial
amount of equity proceeds and that the incremental asset value will
more than offset a modest amount of incremental debt that VICI
plans to incur to complete them. We plan to update our valuation
and resolve the CreditWatch listing once VICI closes on the
acquisitions and we can evaluate its pro forma capital structure.
In the event VICI does not incur substantially more than its
planned $200 million of incremental debt to fund the Greektown
acquisition, we could revise the recovery rating to as high as '1'
(90% to 100%) and raise the issue-level rating two notches to
'BBB-', depending on other capital structure changes or acquisition
announcements that occur between now and then. The second-lien
notes are very sensitive to modest changes in our enterprise value
because there is a relatively small amount outstanding (about $500
million)."
VICI recently announced plans to acquire the real estate assets of
Greektown Casino Hotel in Detroit for $700 million, representing a
12.6x multiple of net operating income (NOI). It will lease the
casino to Penn National Gaming Inc. for initial rent of $55.6
million. VICI plans to fund the acquisition through the issuance of
$630 million of equity and potential incremental debt of up to $200
million. S&P views VICI's decision to raise equity at the time of
the acquisition announcement favorably because it reduces the risk
that equity markets deteriorate between now and the time of the
acquisition close (mid-2019) that would drive a higher debt
financing need for the acquisition than originally planned.
The announced acquisition represents VICI's continued execution of
its growth strategy to periodically purchase real estate
opportunistically from gaming operators, within the bounds of its
5x-5.5x leverage target range. Pro forma for acquisitions that VICI
plans to complete later in 2018 and in 2019, S&P expects its
measure of leverage to be around 5x in 2019. VICI has sufficient
liquidity, including cash on the balance sheet, short-term
investments, revolver capacity, and its recent equity issuance to
fund about $1 billion in acquisition spending. This includes
Greektown, as well as previously announced acquisitions of Harrah's
Philadelphia and Margaritaville Resort Casino in Bossier City, La.
The Greektown acquisition modestly enhances VICI's scale and
geographic diversity, adding an asset in Detroit. S&P views the
Detroit market favorably as it has a limited number of licenses,
which creates high barriers to entry, and has demonstrated a high
level of stability over the economic cycle because of limited
supply relative to demand and a good propensity to game. Greektown
maintains a solid third-place position in the market, and should
benefit from substantial investments that its current owners have
made in the property over the past few years.
RATINGS LIST
VICI Properties Inc.
Issuer Credit Rating BB/Stable/--
CreditWatch Action
VICI FC Inc.
VICI Properties 1 LLC
Second-lien Notes BB/Watch Pos BB
Recovery Rating 4(30%) 4(30%)
WILLIAM CLARKE: $3M Sale of SF Properties to Pearson Okayed
-----------------------------------------------------------
Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the
Northern District of California authorized William Gardner Clarke's
sale of the real properties commonly known as (i) 194-198 Guerrero
Street, San Francisco, California and (ii) 502 14th St., San
Francisco, California, Collective APN: Block 3534, Lot 14, as well
as all the personal property located thereon, per the terms of the
Purchase and Sale Agreement, to Joseph E. Pearson for $3,135,000.
A hearing on the Motion was held on Nov. 8, 2018 at 10:00 a.m.
In the event that the Buyer fails to remove Tenant Contingency or
the closing otherwise does not occur by Nov. 30, 2018 due to his
failure to perform for any reason outside the Tenant Contingency,
the authority to sell to him is void. Only in said instance,
effective Dec. 1, 2018, the Debtor is then authorized to consummate
the sale of Subject Property to James White, or at his option, an
assignee entity he creates for the purpose of owning the Subject
Property, for the total purchase of $3.13 million.
The sale of the Subject Property is free and clear of the claims of
the following claims of lien, per the consent of the captioned
claimants, with said claim liens to attach to the sale proceeds --
if at all -- to the same extent that claimants' claims of lien
would have attached prior to the filing of the DIP's bankruptcy
case:
(i) Lien No. 27, Federal Tax Lien (IRS), Recording No.
2010-1928172-00 - $30,918;
(ii) Lien No. 28, Federal Tax Lien (IRS), Recording No.
2010-1950783-00 - $2,388;
(iii) Lien No. 29, Federal Tax Lien, Recording No.
2010-J077750-00 - $11,307;
(iv) Lien No. 30, Federal Tax Lien (IRS), Recording No.
2011-J176759-00 - $51,871;
(v) Lien No. 31, Federal Tax Lien, Recording No.
2015-K029137-00 - $92,883;
(vi) Lien No. 32, Federal Tax Lien, Recording No.
2015-K142647-00 - $66,421; and
(vii) Lien No. 33, Federal Tax Lien, Recording No.
2016-K343583-00 - $82,095.
Notwithstanding any other provision of the order, the FTB will be
paid through the escrow for sale of the properties the amount owed
on its $71,719 secured claim contained in Claim 2-3, filed July 12,
2018, plus penalties and interest that have accrued on such claim
under California law from and after the petition date.
The secured claims of U.S. Bank, N.A. and Saxe Mortgage Company
will be paid in full from the sale proceeds.
From the sale proceeds, the Debtor is authorized to pay all escrow,
title and related closing costs as identified in the Motion and
Notice and Opportunity for Overbid, and to adjust said
disbursements per the revised purchase price and any changes that
accrued via per diem rates and the passage of time.
The Debtor is authorized to pay any unpaid secured real property
taxes of the City and County of San Francisco, or any other
governmental entity required to be paid at the close of sale and
which are now due and payable (other than claims of lien of the
Franchise Tax Board and Internal Revenue Service) identified.
Upon the closing of escrow, the title company will wire all
remaining loan proceeds for deposit in the trust account with the
Debtor's counsel. All Loan Proceeds will remain in the trust
account with the Debtor's counsel until such time as a subsequent
order of the Court authorizes further disbursements.
The stay of the sale order provided by Bankruptcy Rule 6004(h) is
waived.
The Debtor is authorized to pay any and all closing costs, and all
related escrow fees upon the close of escrow from the sale
proceeds.
The sale will be accomplished in accordance with Revenue and
Taxation Code Section 18622(c), which requires that 3.33% of the
sale price be withheld and paid to FTB.
Any tax obligation owed to the FTB as a result of the sale that is
not paid by the estate will also become a tax liability due and
payable from William Gardner Clarke, as an individual, as though it
had been properly and finally assessed against William Gardner
Clarke, as an individual, under the California Revenue and Taxation
Code, and William Gardner Clarke, as an individual, in precluded
from contesting the individual tax liability in any administrative
or judicial proceeding.
The case In re William Gardner (Bankr. N.D. Cal. Case No.
17-31081).
WOODBRIDGE GROUP: $1.8M Sale of Drawspan's Encino Property Approved
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Debtor Drawspan Investments, LLC's real
property located at 3843 Hayvenhurst Ave., Encino, California,
together with the Seller's right, title, and interest in and to the
buildings located thereon and any other improvements and fixtures
located thereon, and any and all of the Sellers' right, title, and
interest in and to the tangible personal property and equipment
remaining on the real property as of the date of the closing of the
sale, to Marc Pistorio and Ron Norrish for $1.8 million.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to pay the Broker Fees out
of the sale proceeds by paying the Seller's Broker Fee to Douglas
Elliman in the amount of up to 2.5% of the gross sale proceeds and
by paying the Purchaser's Broker Fee to Pacific in the amount of up
to 2.5% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2951_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $180K Sale of Sachs' Carbondale Property Approved
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Debtor Sachs Bridge Investments, LLC's
real property located at 406 Crystal Canyon Drive, Carbondale,
Colorado, together with the Seller's right, title, and interest in
and to the buildings located thereon and any other improvements and
fixtures located thereon, and any and all of the Sellers' right,
title, and interest in and to the tangible personal property and
equipment remaining on the real property as of the date of the
closing of the sale, to Aaron Bevington and Michelle Bevington for
$180,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to pay the Broker Fees out
of the sale proceeds by paying the Seller's Broker Fee in an amount
up to 2.5% of the gross Sale proceeds and paying the Purchaser's
Broker Fee in an amount up to 2.5% of the gross Sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2986_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $1M Sale of Hollyline Sherman Oaks Property OK'd
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Debtor Hollyline Owners, LLC's real
property located at 3802 Hollyline Ave., Sherman Oaks, California,
together with the Seller's right, title, and interest in and to the
buildings located thereon and any other improvements and fixtures
located thereon, and any and all of the Sellers' right, title, and
interest in and to the tangible personal property and equipment
remaining on the real property as of the date of the closing of the
sale, to Tatiana Shevchenko for $1,125,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to pay the Broker Fee to
Douglas Elliman in an amount not to exceed 5% of the gross sale
proceeds out of such proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2950_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $425K Sale of Silverleaf St. Louis Property OK'd
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Debtor Silverleaf Funding, LLC's real
property located at 1468 State Street, East Saint Louis, Illinois,
together with the Seller's right, title, and interest in and to the
buildings located thereon and any other improvements and fixtures
located thereon, and any and all of the Sellers' right, title, and
interest in and to the tangible personal property and equipment
remaining on the real property as of the date of the closing of the
sale, to Heritage Investments, LLC for $425,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to pay the Broker Fee to
Strano in an amount up to 6% of the gross Sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2998_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
Z-1 MANAGEMENT: $1.4M Sale of Interest in Memphis Property Approved
-------------------------------------------------------------------
Judge Paulette J. Delk of the U.S. Bankruptcy Court for the Western
District of Tennessee authorized Z-1 Management, LLC's sale of its
interest in the strip shopping center located at 6343 Summer
Avenue, Memphis, Tennessee, Parcel ID: 089025 C00013, comprising
approximately 14,700 square feet of retail space, outside the
ordinary course of business to James R. Waddell for $1,425,000.
The sale is free and clear of any and all charges, liens, and
claims. Upon closing of the sale, valid, perfected and unavoidable
liens, claims, and encumbrances will attach to the sale proceeds,
including but not limited to the first priority Deed of Trust held
by Trustmark Bank and the second priority Deed of Trust held by
Laurence Bloch and General Investments, LLC, which will be paid at
closing along with usual and customary closing costs and expenses
of sale, including all outstanding county and city property taxes
and a real estate commission to Crye-Leike Realtors based on 5% of
$1.4 million.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d), the Order will be effective and enforceable immediately
upon entry and its provisions will be self-executing.
In the absence of any entity obtaining a stay of the Order pending
appeal, the parties are free to close upon the Sale and the
transactions contemplated by the Contract in accordance with the
Motion.
About Z-1 Management
Z-1 Management, LLC, is a privately held company whose principal
assets are located at 3035 Directors Row Memphis, Tennessee.
Z-1 Management filed a Chapter 11 petition (Bankr. W.D. Tenn. Case
No. 18-21898) on March 2, 2018. In the petition signed by Lawrence
Migliara, Jr., member, the Debtor estimated $1 million to $10
million in assets and liabilities.
The Hon. Paulette J. Delk is the case judge.
Russell W. Savory at Beard & Savory, PLLC, is the Debtor's counsel.
Jeff Waddell of Crye-Leike Realtors is the real estate agent.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
On March 22, 2018, the Court appointed Jeff Waddell of Crye-Leike
Realtors as the real estate agent for the Debtor.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***